ex10_1.htm


    Exhibit 10.1

    

 

    FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

    


    


    


    This
Agreement, dated as of August 19, 2008, is entered into by (1) FRONTIER OIL AND
REFINING COMPANY, a Delaware corporation (the “Borrower”),
(2) FRONTIER OIL CORPORATION, a Wyoming corporation (“FOC”), (3)
the financial institutions listed on the signature pages hereof and each other
financial institution that becomes a party hereto pursuant to Section 10.8 (the
“Lenders”),
(4) UNION BANK OF CALIFORNIA, N.A., a national banking association, as
administrative agent (in such capacity, the “Administrative
Agent”), and (5) BNP PARIBAS, a French banking corporation, as
syndication agent (in such capacity, the “Syndication
Agent”).

    


    ARTICLE
1.

    INTERPRETATION AND
DEFINITIONS

    


    Section
1.1                                Definitions

    . The
terms set forth below, as used herein, shall have the respective meanings set
forth below.

    


    “Accepting
Lender” has the meaning set forth in Section 2.1(b).

    


    “Accounts”
means the unpaid portion of the obligations to the Borrower of customers of the
Borrower to pay for goods sold and shipped (net of commissions to agents). Such
obligations shall be deemed to have been paid when the payment therefor clears
the Lockbox Account or, in the case of certain wire transfers, the Concentration
Account (as defined in the Security Agreement).

    


    “Administrative
Agent” has the meaning set forth in the recital of parties to this
Agreement.

    


    “Advances”
has the meaning set forth in Section 2.1(a).

    


    “Affiliate”
means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a
director or officer of such Person. For purposes of this definition, the term
“control” (including the terms “controlling,” “controlled by” and “under common
control with”) of a Person means the possession, direct or indirect, of the
power to vote 10% or more of the Capital Stock having ordinary voting power for
the election of directors of such Person or to direct or cause the direction of
the management and policies of such Person, whether through the ownership of
Capital Stock, by contract or otherwise.

    


    “Applicable Base
Rate Margin” means the applicable interest-rate margin determined
pursuant to the table set forth below, in accordance with the Pricing Level in
effect from time to time.

    


    Pricing
Level                                                                Margin

    


    Pricing
Level
1                                                      1.50%
per annum

    Pricing
Level
2                                                      1.75%
per annum

    Pricing
Level
3                                                      2.00%
per annum

    


    “Applicable
Commitment Fee Rate” means the applicable rate determined pursuant to the
table set forth below, in accordance with the Pricing Level in effect from time
to time.

    


    Pricing
Level                                                                Rate

    


    Pricing
Level
1                                                      0.30%
per annum

    Pricing
Level
2                                                      0.30%
per annum

    Pricing
Level
3                                                      0.375%
per annum

    


    “Applicable LIBOR
Margin” means the applicable interest-rate margin determined pursuant to
the table set forth below, in accordance with the Pricing Level in effect from
time to time.

    


    Pricing
Level                                                                Margin

    


    Pricing
Level
1                                                      1.50%
per annum

    Pricing
Level
2                                                      1.75%
per annum

    Pricing
Level
3                                                      2.00%
per annum

    


    “Applicable LOC
Fee Rate” means the applicable rate determined pursuant to the table set
forth below, in accordance with the Pricing Level in effect from time to
time.

    


    Pricing
Level                                                                Rate

    


    Pricing
Level
1                                                      1.375%
per annum

    Pricing
Level
2                                                      1.625%
per annum

    Pricing
Level
3                                                      1.875%
per annum

    


    “Applicable
Reference Rate Margin” means the applicable interest-rate margin
determined pursuant to the table set forth below, in accordance with the Pricing
Level in effect from time to time.

    


    Pricing
Level                                                                Margin

    


    Pricing
Level
1                                                      0.00%
per annum

    Pricing
Level
2                                                      0.00%
per annum

    Pricing
Level
3                                                      0.25%
per annum

    


    “Assignment and
Assumption” means an Assignment and Assumption substantially in the form
of Exhibit C.

    


    “Assignment of
Claims Act” means the Assignment of Claims Act of 1940 (31 U.S.C.
§3727).

    


    “Authorized
Officer” means, with respect to any action, an officer of the Borrower
authorized to take such action pursuant to resolutions of the Borrower delivered
to the Administrative Agent from time to time.

    


    “Base Rate”
means, for any Interest Period for each Base Rate Advance that is part of the
same Borrowing, the rate of interest per annum equal to the sum of
(a) the Term Federal Funds Rate for such Interest Period plus (b) 0.5% per annum.

    


    “Base Rate
Advance” means, at any time, any Advance that bears interest by reference
to the Base Rate.

    


    “BNP
Paribas” means BNP Paribas, a French banking corporation, in its
individual capacity.

    


    “Borrower”
has the meaning set forth in the recital of parties to this
Agreement.

    


    “Borrower
Guaranty” means the Borrower Guaranty executed by the Borrower in favor
of the Hedge Banks and UBOC, as administrative agent thereunder, and delivered
thereto pursuant to this Agreement.

    


    “Borrowing”
means a borrowing by the Borrower consisting of Advances of the same Type made
by the Lenders on the same day.

    


    “Borrowing
Base” means, at any time of determination, the difference between (a) the
sum of the following, without duplication:

    


    (i)           95%
of the amount of Eligible Accounts backed by letters of credit issued by banks
listed or described on Schedule 2 (together with such additional banks as the
Administrative Agent may agree to add to Schedule 2 in its sole discretion by
notification of the same to the Borrower in writing), but only to the extent,
with respect to any such bank, that the aggregate face amount of all letters of
credit backing Eligible Accounts issued by such bank that are outstanding at any
time does not exceed the applicable amount set forth for such bank on Schedule 2
(provided,
however, that
the Administrative Agent reserves the right in its sole discretion to make
exceptions to the foregoing by notification of the same to the Borrower in
writing);

    


    (ii)           90%
of the amount of Eligible Accounts receivable from (A) approved account debtors
listed from time to time on Schedule 3 or as to which the Majority Lenders
through the Administrative Agent have otherwise given their prior written
approval, which listing or approval may be withdrawn at any time by the Majority
Lenders through the Administrative Agent by written notification to the
Borrower, or (B) account debtors that are Governmental Persons that have
complied with the granting and perfection provisions of the Assignment of Claims
Act with respect to such Eligible Accounts;

    


     (iii)           30%
of the amount of Accounts (A) that are receivable from account debtors that are
Governmental Persons covered by the Assignment of Claims Act, (B) as to which
the Borrower has notified the Administrative Agent in writing (which notice,
with respect to each such account debtor, shall be sufficient if given once with
respect thereto) and has provided the Administrative Agent such information as
reasonably requested thereby, (C) that would otherwise be Eligible Accounts but
for the fact that they are 30 days or more past-due and/or such Governmental
Persons have not complied with the granting and perfection provisions of the
Assignment of Claims Act with respect to such Accounts and (D) that are not more
than 120 days past-due (provided, however, that the
aggregate amount of such Accounts, before making the calculation set forth in
this clause (iii) for the purpose of determining the aggregate amount of such
Accounts to be included in the Borrowing Base, shall not exceed
$10,000,000);

    


    (iv)           85%
of Eligible Accounts that do not fall within clause (i), (ii) or (iii)
above;

    


    (v)           80%
of Eligible Exchange Balances (provided, however, that the
aggregate amount of Eligible Exchange Balances, before making the calculation
set forth in this clause (v) for the purpose of determining the aggregate amount
of Eligible Exchange Balances to be included in the Borrowing Base, shall not
exceed $8,500,000);

    


    (vi)           80%
of Eligible Inventory (subject to the proviso in clause (vii) below);
and

    


    (vii)           70%
of Eligible Prepaid Crude Purchases (provided, however, that (A) the
aggregate amount of Eligible Prepaid Crude Purchases, before making the
calculation described in this clause (vii) for the purpose of determining the
aggregate amount of Eligible Prepaid Crude Purchases to be included in the
Borrowing Base, shall not exceed $30,000,000, and (B) the aggregate amount of
Eligible Inventory and Eligible Prepaid Crude Purchases included in the
Borrowing Base shall not exceed 70% of the Borrowing Base);

    


    minus (b)
the amount, if any, by which the aggregate amount charged for federal excise
taxes on motor fuels that is included in the sum of the amounts determined
pursuant to clauses (a)(i), (ii), (iii) and (iv) above exceeds
$3,000,000.

    


    “Borrowing Base
Certificate” means a certificate of the Borrower, together with attached
schedules, substantially in the form of Exhibit B.

    


    “Business
Day” means a day of the year on which banks are not required or
authorized to close in Los Angeles and, if the applicable Business Day relates
to any LIBOR Advances, on which dealings are carried on in the London interbank
market.

    


    “Calculation
Period” means, for purposes of calculating any financial measure with
respect to FOC and its Subsidiaries, any period of four successive fiscal
quarters of FOC ending on the last day of a fiscal quarter of FOC.

    


    “Capitalized
Leases” has the meaning set forth in clause (e) of the definition of
“Debt” in this Section 1.1.

    


    “Capital
Stock” means (a) any and all shares, interests, participations or other
equity interests in any Person and (b) any and all warrants, rights or options
to acquire any of the foregoing.

    


    “Cash
Equivalents” means: (a) United States dollars and up to $2,000,000 of
Canadian dollars; (b) securities issued by, or directly and fully guaranteed or
insured by, the United States of America or any agency or instrumentality
thereof and having maturities of not more than six months from the date of
acquisition; (c) certificates of deposit and Eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case with any commercial bank organized under the laws of any country
that is a member of the Organization for Economic Cooperation and Development
and having capital and surplus in excess of $500,000,000; (d) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (b) and (c) above that are entered into with any
financial institution meeting the qualifications specified in clause (c) above;
(e) commercial paper having the highest rating obtainable from Moody’s or
S&P and in each case maturing within 180 days after the date of acquisition;
(f) commercial paper, maturing not more than 180 days after the date of
acquisition, issued by a corporation organized and existing under the laws of
the United States of America or any foreign country recognized by the United
States of America, with a rating at the time as of which any investment therein
is made of P-1 (or higher) according to Moody’s or A-1 (or higher) according to
S&P; (g) deposits available for withdrawal on demand with any commercial
bank not meeting the qualifications specified in clause (c) above, provided that
all such deposits do not exceed $2,000,000 in the aggregate at any one time; and
(h) money-market mutual funds substantially all of the assets of which are of
the types described in the preceding clauses (a) through (f).

    


    “Cash Management
Agreement” means an agreement to provide cash-management services,
including treasury services, depositary services, overdraft services, services
for debit or credit cards, ACH services (debit or credit), tax-payment services
and services for electronic funds transfers.

    


    “Cash Management
Bank” means any Person that, at the time it enters into a Cash Management
Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party
to such Cash Management Agreement.

    


    “Cheyenne
Refinery” means FRI’s crude-oil refinery in Cheyenne,
Wyoming.

    


    “Closing
Date” has the meaning set forth in Section 4.1.

    


    “Cogen
Lease” means the Sub-Sublease Agreement (Cogeneration Facility) dated as
of October 19, 1999 between FERC and Shell Oil Products US, as amended to the
date hereof.

    


    “Collateral”
means, collectively, (a) the “Collateral” as defined in the Security Agreement
and (b) the “Collateral” as defined in the Stock Pledge Agreement.

    


    “Collateral
Agent” means UBOC in its capacity as collateral agent under any of the
Credit Documents.

    


    “Commercial
Finance Audit” means an audit of the Borrower’s books, records and
accounting procedures conducted by UBOC or an independent consulting firm
selected by the Administrative Agent.

    


    “Commitment” means, for each Lender,
the amount set forth opposite such Lender’s name on Schedule 1 under the heading
“Commitment” or, if such Lender has entered into one or more Assignments and
Assumptions and/or Joinder Agreements, set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 10.8(d), as such
amount may be reduced from time to time pursuant to Section 2.1(c).

    


    “Commitment
Increase Date” has the meaning set forth in Section 2.1(b).

    


    “Commitment
Increase Request” has the meaning set forth in Section
2.1(b).

    


    “Commitment
Termination Date” means August 17, 2012 or any earlier date on which the
Commitments are terminated pursuant to the terms of this Agreement; provided, however, that, upon
(a) written request by the Borrower not later than the date that is 1 year
before the Commitment Termination Date in effect from time to time and (b)
written notice of extension of the Commitment Termination Date by the
Administrative Agent to the Borrower, the Commitment Termination Date may be
extended from time to time by the Administrative Agent and the Lenders, in their
sole and absolute discretion, for up to an additional year.

    


    “ConocoPhillips”
means ConocoPhillips Company, a Delaware corporation.

    


    “Consolidated
Current Assets” means, for FOC and its Subsidiaries on a consolidated
basis, all assets that, in accordance with GAAP, would be classified as current
assets after deducting adequate reserves in each case where a reserve is proper
in accordance with GAAP.

    


    “Consolidated
Current Liabilities” means, for FOC and its Subsidiaries on a
consolidated basis, all items that, in accordance with GAAP, would be classified
as current liabilities, but in any case including Debt outstanding under this
Agreement.

    


    “Consolidated
EBITDA” means, for FOC and its Subsidiaries on a consolidated basis for
any period, Consolidated Net Income plus (a) without duplication and to the
extent reflected as a charge in the statement of Consolidated Net Income, the
sum of (i) income-tax expense, (ii) Consolidated Interest Expense, (iii)
depletion, depreciation and amortization expense, (iv) extraordinary charges or
losses, (v) losses under Hedge Agreements and (vi) other noncash charges,
expenses or losses (excluding any such charge, expense or loss incurred in the
ordinary course of business that constitutes an accrual of or reserve for cash
charges for any future period), provided that cash payments made during such
period or in any future period in respect of such noncash charges, expenses or
losses (other than any such excluded charge, expense or loss) shall be
subtracted from Consolidated Net Income in calculating Consolidated EBITDA for
the period in which such payments are made, minus (b) without duplication and to
the extent included in the statement of such Consolidated Net Income for such
period, the sum of (i) interest income, (ii) extraordinary income or gains,
(iii) gains under Hedge Agreements and (iv) other noncash income (excluding any
items that represent the reversal of any accrual of, or cash reserve for,
anticipated cash charges in any prior period that are described in the
parenthetical in clause (a)(vi) above).

    


    “Consolidated
Funded Debt” means, for FOC and its Subsidiaries on a consolidated basis,
all Debt, other than Debt of the Credit Parties under the Credit Documents and
Debt of FOC and the Borrower under the Utexam Transactions, that matures more
than one year from the date of its creation or that matures within one year from
such date but is renewable or extendible, at the option of the debtor, to a date
more than one year from such date, but excluding all Debt required to be paid or
prepaid within one year from the date of determination.

    


    “Consolidated
Interest Expense” means, for FOC and its Subsidiaries on a consolidated
basis for any period, the sum of (a) all interest, commitment fees and loan fees
in respect of Debt that are deducted in determining Consolidated Net Income for
such period, together with all interest that is capitalized or deferred during
such period and not deducted in determining Consolidated Net Income for such
period, plus (b) all fees, expenses and charges in respect of letters of credit
that are deducted in determining Consolidated Net Income for such period,
together with all such fees, expenses and charges in respect of letters of
credit that are capitalized or deferred during such period and not deducted in
determining Consolidated Net Income for such period. Revenues and expenses
derived from Hedge Agreements related to interest rates or dividend rates will
be treated as adjustments to interest expense for purposes of this
definition.

    


    “Consolidated
Long-Term Debt” means, for FOC and its Subsidiaries on a consolidated
basis, all Debt, including Debt of the Borrower under this Agreement but
excluding Debt of FOC and the Borrower under the Utexam Transactions, that
matures more than one year from the date of its creation or that matures within
one year from such date but is renewable or extendible, at the option of the
debtor, to a date more than one year from such date, but excluding all Debt
required to be paid or prepaid within one year from the date of
determination.

    


     “Consolidated Net
Income” means, for FOC and its Subsidiaries on a consolidated basis for
any period, net income (or loss), but excluding (a) the income (or deficit) of
any Person accrued before the date it becomes a Subsidiary or is merged into or
consolidated with FOC or any Subsidiary, (b) the income (or deficit) of any
Person (other than a Subsidiary) in which FOC or any Subsidiary has an ownership
interest, except to the extent that any such income is actually received by FOC
or such Subsidiary in the form of dividends or similar distributions, and (c)
the undistributed earnings of any Subsidiary to the extent that the declaration
or payment of dividends or similar distributions by such Subsidiary is not at
the time permitted by the terms of any Governmental Rule, contractual obligation
(other than any Credit Document) or charter, corporate or similar legal
restriction applicable to such Subsidiary.

    


    “Continuing
Directors” means (a) the directors of FOC on June 30, 2008 and (b) each
other director whose nomination for election to the Board of Directors of FOC is
recommended by at least a majority of the then Continuing
Directors.

    


    “Conversion,”
“Convert”
and “Converted”
each refer to a conversion of Advances of one Type into Advances of another Type
pursuant to the terms of this Agreement.

    


    “Credit
Documents” means this Agreement, the Notes, the Security Agreement, the
Guaranty, the Stock Pledge Agreement, the Securities Account Control Agreements,
all Letter of Credit Requests, any and all Assignments and Assumptions, any and
all Joinder Agreements, any and all Secured Hedge Agreements, any and all
Secured Cash Management Agreements, the Borrower Guaranty, the FRMI Guaranty,
the Fee Letters and the Lockbox Agreement.

    


    “Credit
Parties” means the Borrower and each Guarantor.

    


    “Debt” of
any Person means, at any date without duplication, (a) all obligations of such
Person for borrowed money; (b) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments; (c) all obligations of
such Person to pay the deferred purchase price of property or services
(excluding normal trade payables not overdue that are incurred in the ordinary
course of such Person’s business); (d) all indebtedness created or arising under
any conditional-sale or other title-retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of a default are limited to
repossession or sale of such property); (e) all obligations of such Person as
lessee under leases that have been or should be, in accordance with GAAP,
recorded as capitalized leases; (f) all obligations, contingent or otherwise, of
such Person under acceptance, letter-of-credit or similar facilities; (g) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
acquire for value any Capital Stock of such Person, valued, in the case of
redeemable preferred stock, at the greater of its voluntary and involuntary
liquidation preference plus accrued and unpaid dividends; (h) for purposes of
Sections 7.4 and 8.1(d) only, all obligations of such Person under Hedge
Agreements; (i) all obligations of such Person as lessee under leases (commonly
known as “synthetic” leases) under which such Person is treated as owner of the
leased asset for tax purposes but, in accordance with GAAP, not for accounting
purposes; (j) all Debt referred to in any of clauses (a) through (i) above that
is guaranteed directly or indirectly by such Person, or in effect guaranteed
directly or indirectly by such Person through an agreement (i) to pay or
purchase such Debt or to advance or supply funds for the payment or purchase of
such Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to
make payment of such Debt or to assure the holder of such Debt against loss,
(iii) to advance or supply funds to maintain working capital or equity capital
of another Person or otherwise to maintain the net worth or solvency of such
Person (including any agreement in the nature of a support arrangement to pay
for property or services irrespective of whether such property is received or
such services are rendered) or (iv) otherwise to assure a creditor against loss;
and (k) all Debt referred to in any of clauses (a) through (i) above secured by
(or for which the holder of such Debt has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including accounts receivable
and contract rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Debt.

    


    “Default”
means any Event of Default or any event or condition that, with the giving of
notice or the lapse of time, or both, would become an Event of
Default.

    


    “Default
Rate” has the meaning set forth in Section 2.6(b).

    


    “El Dorado
Refinery” means FERC’s crude-oil refinery in El Dorado,
Kansas.

    


    “Eligible
Accounts” means those Accounts of the Borrower that (a) are within 60
days of the date of the related invoice, (b) are less than 30 days past-due, (c)
are (together with the relevant “Related Contracts,” as defined in the Security
Agreement) covered by a perfected first-priority security interest in favor of
the Collateral Agent and (d) comply with all of the representations, warranties
and covenants of the Borrower in the Credit Documents; provided, however, that
Eligible Accounts shall not include the following:

    


    (i)           Accounts
with respect to which the account debtor is an officer, employee or agent of the
Borrower;

    


    (ii)           Accounts
with respect to which goods have been placed on consignment, guaranteed sale or
other terms by reason of which the payment by the account debtor may be
conditional;

    


    (iii)           Accounts
with respect to which the account debtor is not a Person resident in the United
States of America;

    


    (iv)           Accounts
with respect to which the account debtor is the United States of America or any
department, agency or instrumentality of the United States of America; provided, however, that an
Account shall not be deemed ineligible by reason of this clause (iv) if the
Borrower has taken the necessary steps, to the satisfaction of the Collateral
Agent evidenced in writing, to perfect a first-priority security interest in
such Account in favor of the Collateral Agent in compliance with the Assignment
of Claims Act;

    


    (v)           Accounts
with respect to which the account debtor is a state of the United States of
America or a county, city, town, municipality or other division of any such
state; provided, however, that an
Account shall not be deemed ineligible by reason of this clause (v) if the
Borrower has taken the necessary steps, to the satisfaction of the Collateral
Agent evidenced in writing, to perfect a first-priority security interest in
such Account in favor of the Collateral Agent in compliance with all applicable
Governmental Rules;

    


    (vi)           Accounts
with respect to which the account debtor is an Affiliate of the
Borrower;

    


    (vii)           Accounts
to whose account debtor the Borrower is or is to become liable, but only if such
liability does not relate to any such Account and only to the extent of such
liability;

    


    (viii)                      that
portion of the aggregate Accounts owed to the Borrower by any single account
debtor that exceeds 15% (or, in the case of Shell Oil Products US, 40%, provided
that (A) if at any time Shell Oil Company, a Delaware corporation, no longer
maintains a long-term corporate debt rating of at least Aa2 from Moody’s and at
least AA+ from S&P, then said percentage for Shell Oil Products US shall
automatically be reduced to 25%, and (B) said percentages may be reduced by the
Administrative Agent, after consultation with the Syndication Agent, at any time
by written notice of the same to the Borrower) of the amount of all of the
Accounts of the Borrower, except as approved by the Administrative Agent in
writing from time to time;

    


    (ix)           Accounts
not denominated in United States dollars;

    


    (x)           Accounts
with respect to which an invoice has not been sent within 2 Business Days after
the effective date of any Borrowing Base Certificate in which such Accounts
would otherwise be included for purposes of calculation of the Borrowing
Base;

    


    (xi)           Accounts
due from a particular account debtor if any Account due from such account debtor
does not comply with the Borrower’s representations and warranties in Section 8
of the Security Agreement and if the Administrative Agent notifies the Borrower
that such Accounts are ineligible;

    


    (xii)           Accounts
with respect to which the account debtor disputes liability or makes any claim,
in whole or in part, but only (A) to the extent that the aggregate amount in
dispute and/or as to which claim is made for all such Accounts exceeds $250,000,
(B) to the extent that the aggregate amount of all such Accounts exceeds
$500,000 or (C) if the amount in dispute and/or as to which claim is made cannot
be quantified reasonably accurately;

    


    (xiii)                      Accounts
due from a particular account debtor if any event of the types described in
Section 8.1(e) occurs with respect to such account debtor;

    


    (xiv)                      Accounts
due from a particular account debtor if such account debtor suspends normal
business operations; and

    


    (xv)           Accounts
that are not satisfactory to the Administrative Agent, in its sole discretion,
using reasonable business judgment.

    


    Notwithstanding
clauses (vi) and (vii) above, if (A) the obligations of an account debtor under
an Account that would otherwise be excluded from Eligible Accounts under either
such clause are supported by a letter of credit in form and substance
satisfactory (including with respect to all documentary and other requirements
of such letter of credit) to the Majority Lenders in their sole discretion,
issued by a bank satisfactory to the Majority Lenders in their sole discretion,
(B) the proceeds of such letter of credit have been assigned to the Collateral
Agent as collateral for the Obligations, pursuant to documentation in form and
substance satisfactory to the Majority Lenders in their sole discretion, and (C)
the issuer of such letter of credit and any nominated person thereunder have
consented to such assignment in writing, pursuant to documentation in form and
substance satisfactory to the Majority Lenders in their sole discretion, and
have delivered such writing to the Collateral Agent, then such Account shall not
be excluded from Eligible Accounts pursuant to such clause (vi) or
(vii).

    


    “Eligible Exchange
Balances” means all of the Borrower’s Exchange Balances with other
Persons (other than Affiliates of the Borrower) that are positive (i.e., in favor of the
Borrower) after (a) deducting from such Exchange Balances in each instance the
amount equal to the sum of the values of all obligations of the Borrower to
deliver petroleum products or to pay money that the Borrower owes or incurs
whenever it trades, lends, borrows or exchanges petroleum products in the
ordinary course of business with such Persons, the value of such obligations to
deliver petroleum products being the lesser of (i) the cost to the Borrower, as
set forth in the books and records of the Borrower (valued in accordance with
GAAP), of like petroleum products for the previous month and (ii) the
fair-market value of like petroleum products as determined in accordance with
the methods prescribed in Schedule 4, (b) adjusting such Exchange Balances
upward or downward, as applicable, to account for all discounts, allowances,
rebates, credits and other adjustments in respect of such Exchange Balances and
(c) deducting from such Exchange Balances the amount billed for or representing
retainage, if any, by such Persons with respect to such Exchange Balances, until
all prerequisites to the immediate payment of such retainage have been
satisfied; provided, however, that
Eligible Exchange Balances shall not include any Exchange Balance with respect
to which (i) the Collateral Agent does not have a perfected first-priority
security interest, (ii) any representation, warranty or covenant contained in
this Agreement or any other Credit Document has been breached, (iii) the
customer or trading partner has disputed liability, or made any claim to the
Borrower with respect to such Exchange Balance or with respect to any other
Exchange Balance due from such customer or trading partner, other than for a
minimal adjustment in the ordinary course of business and in accordance with
regular commercial practice, or (iv) any event of a type described in Section
8.1(e) has occurred with respect to the customer or trading partner, or the
customer or trading partner has suspended normal business
operations.

    


    “Eligible
Inventory” means all of the Borrower’s Inventory that (a) is covered by a
perfected first-priority security interest in favor of the Collateral Agent
(subject only to storage, transportation and other nonconsensual Liens created
by operation of law or tariff in favor of carriers, transporters and
warehousemen, securing only amounts due to such carriers, transporters and
warehousemen in respect of carriage, transportation and storage services with
respect to such Inventory, in each case securing obligations not then in
default), (b) complies with all of the Borrower’s representations, warranties
and covenants in the Credit Documents, (c) is not obsolete, unsalable, damaged
or otherwise unfit for sale or further processing in the ordinary course of
business, (d) is currently salable in compliance with all applicable
Governmental Rules and without the need for any Governmental Action, (e) is held
at locations set forth on Schedule 1 to the Security Agreement, (f) is listed on
Schedule 4 attached to the most recent Borrowing Base Certificate delivered to
the Lenders and (g) is otherwise satisfactory to the Administrative Agent, in
its sole discretion, using reasonable business judgment, all such Inventory to
be valued, at any time of determination, at the lower of (i) fair-market value
as determined in accordance with the methods prescribed in Schedule 4 and (ii)
cost, as set forth in the books and records of the Borrower (valued in
accordance with GAAP).

    


    “Eligible Prepaid
Crude Purchases” means all of the Borrower’s Prepaid Crude Purchases,
after deducting therefrom any amounts payable by the Borrower to the seller in
respect of such Prepaid Crude Purchases or otherwise; provided, however, that
Eligible Prepaid Crude Purchases shall not include any Prepaid Crude Purchase
with respect to which (a) the Collateral Agent does not have a perfected
first-priority security interest, (b) any representation, warranty or covenant
contained in this Agreement or any other Credit Document has been breached, (c)
the seller disputes liability or has made any claim to the Borrower, other than
for a minimal adjustment in the ordinary course of business and in accordance
with regular commercial practice, (d) during the period of existence of such
Prepaid Crude Purchase, any event of a type described in Section 8.1(e) has
occurred with respect to the seller, or the seller has suspended normal business
operations, or (e) any direct or indirect owner of the seller that is reasonably
required by the Administrative Agent to be jointly and severally liable for such
Prepaid Crude Purchase (i) is not jointly and severally liable for such Prepaid
Crude Purchase, pursuant to documentation in form and substance acceptable to
the Administrative Agent, or (ii) does not maintain a commercial paper rating of
at least P-1 from Moody’s and at least A-1 from S&P.

    


    “EMC” means
Ethanol Management Company, a Colorado corporation that is wholly owned by the
Borrower.

    


    “Environmental
Law” means any Governmental Rule relating to pollution or protection of
the environment or any natural resource, to any Hazardous Material or to health
or safety, including any Governmental Rule relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of any
Hazardous Material.

    


    “Environmental
Permit” means any Governmental Action required under any Environmental
Law.

    


    “Environmental
Proceeding” means any action, suit, written demand, demand letter, claim,
notice of noncompliance or violation, notice of liability or potential
liability, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law, any Environmental Permit or any
Hazardous Material or arising from alleged injury or threat to health, safety or
the environment, including (a) by any Governmental Person for enforcement,
cleanup, removal, response, remedial or other actions or damages and (b) by any
Person for damages, contribution, indemnification, cost recovery, compensation
or injunctive relief.

    


    “ERISA”
means the Employee Retirement Income Security Act of 1974.

    


    “ERISA
Affiliate” means any trade or business (whether or not incorporated)
under common control with FOC within the meaning of Section 414(b) or (c) of the
Tax Code (and Sections 414(m) and (o) of the Tax Code for purposes of provisions
relating to Section 412 of the Tax Code).

    


    “ERISA
Event” means any of the following: (a) a Reportable Event with respect to
a Pension Plan; (b) a withdrawal by FOC or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA), or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by FOC or any ERISA Affiliate from a
Multiemployer Plan, or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate a Pension Plan
or a Multiemployer Plan, the treatment of a Plan amendment as the termination of
a Pension Plan or a Multiemployer Plan under Section 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or a
Multiemployer Plan; (e) an event or condition that constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, a Pension Plan or a Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon FOC or any ERISA
Affiliate.

    


    “Eurocurrency
Liabilities” has the meaning set forth in Regulation D of the Board of
Governors of the Federal Reserve System.

    


    “Event of
Default” has the meaning set forth in Section 8.1.

    


    “Exchange
Balances” means, with respect to any Person, all rights to receive
petroleum products or to receive payment of money that the Borrower generates,
acquires, possesses or owns whenever the Borrower trades, lends, borrows or
exchanges petroleum products in the ordinary course of business with such Person
(other than an Affiliate of the Borrower), the value of such rights to receive
petroleum products being the lesser of (a) the cost to the Borrower, as set
forth in the books and records of the Borrower (valued in accordance with GAAP),
of like petroleum products for the previous month and (b) the fair-market value
of like petroleum products as determined in accordance with the methods
prescribed in Schedule 4.

    


    “Excluded
Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of a payment to be made by or on account of any obligation of
the Borrower under this Agreement, (a) taxes imposed on or measured by its
overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch-profits taxes imposed by
the United States of America and (c) in the case of a Foreign Lender (other than
any substitute lender pursuant to Section 3.8), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new lending office) or is
attributable to such Foreign Lender’s failure or inability (other than as a
result of, after the date hereof, (i) the adoption or taking effect of any
Governmental Rule, (ii) any change in any Governmental Rule or in the
administration, interpretation or application thereof by any Governmental Person
or (iii) the making or issuance of any request, guideline or directive (whether
or not having the force of law) by any Governmental Person) to comply with
Section 3.7(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 3.7(a).

    


    “Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for such day on such transactions received by
the Administrative Agent from three federal funds brokers of recognized standing
selected by it.

    


    “Fee
Letters” means (a) the letter agreement executed and delivered by the
Borrower and UBOC pursuant to this Agreement, concerning fees payable by the
Borrower to UBOC for its own account with respect to this Agreement, and (b) the
letter agreement executed and delivered by the Borrower and BNP Paribas pursuant
to this Agreement, concerning fees payable by the Borrower to BNP Paribas for
its own account with respect to this Agreement.

    


    “FERC”
means Frontier El Dorado Refining Company, a Delaware corporation that is wholly
owned by FRMI.

    


    “FHI” means
Frontier Holdings Inc., a Delaware corporation that is wholly owned by
FOC.

    


    “FOC” has
the meaning set forth in the recital of parties to this Agreement.

    


    “Foreign
Lender” means any Lender organized under the laws of a jurisdiction other
than that the United States of America, any state thereof or the District of
Columbia.

    


    “FPI” means
Frontier Pipeline Inc., a Delaware corporation that is wholly owned by
FRMI.

    


    “FRI” means
Frontier Refining Inc., a Delaware corporation that is wholly owned by
FRMI.

    


    “FRMI”
means Frontier Refining & Marketing Inc., a Delaware corporation that is
wholly owned by FHI.

    


    “FRMI
Guaranty” means the FRMI Guaranty executed by FRMI in favor of the Hedge
Banks and UBOC, as administrative agent thereunder, and delivered thereto
pursuant to this Agreement.

    


    “Frontier
Processing Agreements” means (a) the Amended and Restated Processing
Agreement dated as of June 30, 1998 between the Borrower and FRI, as amended to
the date hereof, and (b) the Processing Agreement dated as of November 16, 1999
between the Borrower and FERC, as amended to the date hereof.

    


    “GAAP”
means generally accepted accounting principles in the United States of America
as in effect from time to time; provided, however, that, if any
Accounting Change (as defined below) occurs and results in a change in the
method of calculation of financial covenants, requirements or terms in this
Agreement, then FOC and the Administrative Agent will enter into negotiations in
order to amend such provisions of this Agreement so as to equitably reflect such
Accounting Change, with the desired result that the criteria for evaluating
FOC’s financial condition shall be the same after such Accounting Change as if
such Accounting Change had not occurred. Until such time as such an amendment
has been executed and delivered by FOC, the Borrower, the Administrative Agent
and the Majority Lenders, however, all financial covenants, requirements and
terms in this Agreement shall continue to be calculated or construed as if such
Accounting Change had not occurred. As used herein, “Accounting Change” means
(a) a change in accounting principles required by the promulgation of any rule,
regulation, pronouncement or opinion by the Financial Accounting Standards Board
of the American Institute of Certified Public Accountants or, if applicable, the
Securities and Exchange Commission or (b) a change in accounting principles
utilized by FOC from a first-in first-out methodology to a last-in first-out
methodology for valuing inventories of FOC and/or any of its
Subsidiaries.

    


    “Governmental
Action” means any authorization, approval, consent, waiver, exception,
license, filing, registration, permit, notarization, special lease or other
requirement of any Governmental Person.

    


    “Governmental
Person” means, whether domestic or foreign, any national, federal, state
or local government, any political subdivision thereof, or any governmental,
quasi-governmental, judicial, public or statutory instrumentality, authority,
body or entity, including any central bank and any comparable
authority.

    


    “Governmental
Rule” means any treaty, law, rule, regulation, ordinance, order, code,
interpretation, judgment, writ, injunction, decree, determination, directive,
award, guideline, request, policy or similar form of decision of any
Governmental Person, referee or arbitrator.

    


    “Guarantors”
means FOC, FHI, FRMI, FRI, FERC, FPI, EMC and each other Person that becomes a
party to the Guaranty by executing a Guaranty Supplement.

    


    “Guaranty”
means the Guaranty executed by the Guarantors in favor of the Lenders and the
Administrative Agent and delivered thereto pursuant to this
Agreement.

    


    “Guaranty
Supplement” has the meaning set forth in the Guaranty.

    


    “Hazardous
Material” means any substance or material that is described as a toxic or
hazardous substance, waste or material or as a pollutant, contaminant or
infectious waste, or words of similar import, in any Environmental Law,
including asbestos, petroleum (including crude oil or any fraction thereof,
natural gas, natural-gas liquid, liquefied natural gas or synthetic gas usable
for fuel, or any mixture of any of the foregoing), polychlorinated biphenyls,
urea formaldehyde, radon gas, radioactive matter, and any chemical that may
cause cancer or reproductive toxicity.

    


    “Hedge
Agreement” means (a) any agreement providing for an option, swap, floor,
cap, collar, forward sale or forward purchase involving interest rates,
commodities, commodity prices, equities, currencies, bonds or any indexes based
on any of the foregoing, (b) any option contract, futures contract or forward
contract traded on an exchange or (c) any other derivative agreement or other
similar agreement or arrangement.

    


    “Hedge
Bank” means any Person that, at the time it enters into a Secured Hedge
Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party
to such Secured Hedge Agreement.

    


    “Indemnified
Taxes” means Taxes other than Excluded Taxes.

    


    “Interest
Period” means, with respect to each LIBOR Advance or Base Rate Advance
making up part of the same Borrowing, the period commencing on the date of such
Advance or the date of the Conversion of any Advance into such an Advance and
ending on the last day of the period selected by the Borrower pursuant to the
provisions below and, thereafter, each subsequent period commencing on the last
day of the immediately preceding Interest Period and ending on the last day of
the period selected by the Borrower pursuant to the provisions below. The
duration of each Interest Period for LIBOR Advances shall be any number of days
between 7 days and 1 month, or 2, 3 or 6 whole months, as the Borrower may
select upon notice (by means of a Notice of Borrowing or a Notice of
Conversion/Continuation) received by the Administrative Agent not later than
9:30 a.m., Los Angeles time, on the third Business Day before the first day of
such Interest Period, and the duration of each Interest Period for Base Rate
Advances shall be any number of days between 1 day and 7 days, as the Borrower
may select upon notice (by means of a Notice of Borrowing or a Notice of
Conversion/Continuation) received by the Administrative Agent not later than
9:30 a.m., Los Angeles time, on the Business Day immediately preceding the first
day of such Interest Period; provided, however,
that

    


    (a)           Interest
Periods commencing on the same date for Advances making up part of the same
Borrowing shall be of the same duration;

    


    (b)           whenever
the last day of an Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period shall be extended to occur on
the next succeeding Business Day, unless, if such Interest Period relates to
LIBOR Advances, such extension would cause the last day of such Interest Period
to occur in the next succeeding calendar month, in which case the last day of
such Interest Period shall occur on the next preceding Business
Day;

    


    (c)           not
more than 5 different Interest Periods may be outstanding at any one time;
and

    


    (d)           no
Interest Period may end after the Commitment Termination Date.

    


    “Inventory”
has the meaning set forth in Section 1(a) of the Security
Agreement.

    


    “Inventory
Audit” means an audit of the physical properties and volumes, using
standard practices and standard tank-gauging wire-line devices or another method
acceptable to the Administrative Agent, of all or a portion, as determined by
the Administrative Agent from time to time, of the Borrower’s Inventory,
conducted by an independent consulting firm selected by the Administrative
Agent.

    


    “Issuing
Bank” means UBOC or BNP Paribas in its capacity as an issuer of Letters
of Credit hereunder.

    


    “Joinder
Agreement” means a Joinder Agreement substantially in the form of Exhibit
F.

    


    “Lenders”
has the meaning set forth in the recital of parties to this Agreement. Each
reference in this Agreement or any other Credit Document to a Lender or the
Lenders shall be deemed to include the Issuing Banks.

    


    “Letter of Credit
Amount” means the stated maximum amount available to be drawn under a
particular Letter of Credit, as such amount may be reduced or reinstated from
time to time in accordance with the terms of such Letter of Credit.

    


    “Letter of Credit
Fee” has the meaning set forth in Section 2.12(a).

    


    “Letter of Credit
Request” means, for each Issuing Bank, a request by the Borrower for the
issuance of a Letter of Credit on such Issuing Bank’s standard form of letter of
credit application, containing terms and conditions satisfactory to such Issuing
Bank in its sole discretion.

    


    “Letter of Credit
Usage” means, at any time of determination, the sum of:

    


    (a)           100%
of the Letter of Credit Amount of all outstanding Letters of Credit other than
those issued to support the purchase of Ratable Crude;

    


    (b)           with
respect to the period from and including the date of issuance of any outstanding
Letter of Credit issued to support the purchase of Ratable Crude by the Borrower
to and including the last day of the month preceding the month in which such
Ratable Crude is to be delivered, 0% of the Letter of Credit Amount of such
Letter of Credit;

    


    (c)           with
respect to the first through the tenth day, inclusive, of the month of delivery
of any Ratable Crude to the Borrower, 35% of the Letter of Credit Amount of any
outstanding Letter of Credit issued to support the purchase of such Ratable
Crude by the Borrower;

    


    (d)           with
respect to the eleventh through the twentieth day, inclusive, of the month of
delivery of any Ratable Crude to the Borrower, 70% of the Letter of Credit
Amount of any outstanding Letter of Credit issued to support the purchase of
such Ratable Crude by the Borrower;

    


    (e)           with
respect to the period from the twenty-first day of the month of delivery of any
Ratable Crude to the Borrower through the date of payment for such Ratable
Crude, inclusive, 100% of the Letter of Credit Amount of any outstanding Letter
of Credit issued to support the purchase of such Ratable Crude by the Borrower;
and

    


    (f)           with
respect to the period from the date of payment for any Ratable Crude through the
date of expiration or cancellation (as determined by the Administrative Agent)
of any outstanding Letter of Credit issued to support the purchase of such
Ratable Crude by the Borrower, inclusive, 20% of the Letter of Credit Amount of
such Letter of Credit.

    


    Upon not
less than 3 days’ prior written notice from the Administrative Agent to the
Borrower, the percentages set forth above may be adjusted by the Administrative
Agent from time to time at the Administrative Agent’s discretion if at any time
any Commercial Finance Audit reveals that Ratable Crude delivery patterns are
materially different from those specified above or determined pursuant to the
most recent Commercial Finance Audit performed from time to time.

    


    “Letters of
Credit” has the meaning set forth in Section 2.1(a).

    


    “LIBOR”
means, for any Interest Period for each LIBOR Advance that is part of the same
Borrowing, the rate per
annum obtained by dividing (a) the rate of interest per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) at which U.S.-dollar deposits would be
offered to UBOC outside the United States of America 2 Business Days before the
first day of such Interest Period, in an amount comparable to the amount of
UBOC’s LIBOR Advance for such Interest Period and for a term coinciding with
such Interest Period, by (b) a percentage equal to 100% minus the LIBOR Reserve
Percentage for such Interest Period.

    


    “LIBOR
Advance” means, at any time, any Advance that bears interest by reference
to LIBOR.

    


    “LIBOR Reserve
Percentage” means, for any Interest Period for each LIBOR Advance that is
part of the same Borrowing, the reserve percentage applicable on any day not
more than 2 Business Days before the first day of such Interest Period under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) for UBOC with
respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes
deposits by reference to which the interest rate on LIBOR Advances is
determined) having a term equal to such Interest Period.

    


    “Lien”
means, with respect to any asset, (a) any lien, charge, option, claim, mortgage,
security interest, pledge or other encumbrance or any other type of preferential
arrangement of any kind in respect of such asset or (b) the interest of a vendor
or lessor under any conditional-sale agreement, capital lease or other
title-retention agreement relating to such asset.

    


    “Lockbox
Account” has the meaning set forth in the Security
Agreement.

    


    “Lockbox
Agreement” means (a) the Four Party Lockbox Agreement dated as of
December 22, 1999 among the Borrower, UBOC, as administrative agent, Regulus
West LLC, a Delaware limited liability company, and Wells Fargo Bank, N.A., a
national banking association, or (b) a replacement of said Agreement delivered
pursuant to Section 4.2(a).

    


    “Majority
Lenders” means, at any time, Lenders owed at least 51% of the Obligations
then outstanding or, if no Obligations are then outstanding, Lenders having at
least 51% of the Commitments.

    


    “Material Adverse
Effect” means a material and adverse effect on (a) the business,
condition (financial or otherwise), operations, performance, properties or
prospects of FOC and its Subsidiaries, taken as a whole, (b) the ability of any
Credit Party to perform any material obligation under any of the Credit
Documents to which it is a party or (c) the legality, validity or enforceability
of any Credit Document or the rights or remedies of the Administrative Agent,
the Collateral Agent, the Lenders and/or the Hedge Banks, as applicable,
thereunder.

    


    “Material
Contracts” means (a) the Frontier Processing Agreements, the Offtake
Agreement and the Cogen Lease and (b) as to FOC or any Subsidiary, each contract
to which such Person is a party that, if lost, could reasonably be expected to
have a Material Adverse Effect.

    


    “Maximum Aggregate
Commitment” means, at any time, the total of the Commitments, as they may
be increased from time to time pursuant to Section 2.1(b) or reduced from time
to time pursuant to Section 2.1(c).

    


    “Moody’s”
means Moody’s Investors Service, Inc., a Delaware corporation.

    


    “Multiemployer
Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA to which FOC or any ERISA Affiliate (a) makes or is
obligated to make contributions or (b) during the preceding five plan years has
made or been obligated to make contributions.

    


    “New
Lender” has the meaning set forth in Section 2.1(b).

    


    “Note”
means a Revolving Note of the Borrower payable to the order of a Lender,
substantially in the form of Exhibit A, evidencing the indebtedness of the
Borrower to such Lender resulting from the Advances made by such Lender from
time to time.

    


    “Notice of
Borrowing” has the meaning set forth in Section 2.4(a).

    


    “Notice of
Conversion/Continuation” has the meaning set forth in Section
2.8(a).

    


    “Obligations”
means all payment obligations of the Borrower outstanding from time to time
under this Agreement and the other Credit Documents, whether for principal,
reimbursement of drawings under Letters of Credit (including contingent
reimbursement obligations under outstanding Letters of Credit), interest, fees,
expenses, indemnification or otherwise.

    


    “Offtake
Agreement” means the Frontier Products Offtake Agreement, El Dorado
Refinery, dated as of October 19, 1999 between the Borrower and Equiva Trading
Company, which was assigned by Equiva Trading Company to Shell Trading (US)
Company, a Delaware corporation, on September 1, 2002, as amended to the date
hereof.

    


    “Old Credit
Agreement” means the Third Amended and Restated Revolving Credit
Agreement dated as of October 1, 2007 among the Borrower, FOC, the financial
institutions party thereto, UBOC, as administrative agent, and BNP Paribas, as
syndication agent.

    


    “PBGC”
means the Pension Benefit Guaranty Corporation established under
ERISA.

    


    “Pension
Plan” means any “employee pension benefit plan” (as such term is defined
in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
Title IV of ERISA and is sponsored or maintained by FOC or an ERISA Affiliate or
to which FOC or an ERISA Affiliate contributes or has an obligation to
contribute or, in the case of a multiple-employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during the
immediately preceding five plan years.

    


    “Permitted
Liens” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding has been commenced: (a)
Liens for taxes, assessments and governmental charges or levies to the extent
not required to be paid under Section 6.6; (b) Liens imposed by law, such as
materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other
similar Liens arising in the ordinary course of business securing obligations
that are not overdue for a period of more than 30 days; (c) pledges or deposits
to secure obligations under workers’ compensation laws or similar legislation or
to secure public or statutory obligations (other than any Lien imposed by
ERISA); (d) easements, rights of way and other encumbrances on title to real
property that do not render title to the property encumbered thereby
unmarketable or materially and adversely affect the use of such property for its
present purposes; and (e) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of like nature
incurred in the ordinary course of business.

    


    “Person”
means an individual, a corporation, a limited liability company, a partnership,
an association, a business trust or any other entity or organization, including
any Governmental Person.

    


    “Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) established by FOC or, with respect to any such plan that is subject to
Section 412 of the Tax Code or Title IV of ERISA, an ERISA
Affiliate.

    


    “Prepaid Crude
Purchases” means all rights to receive crude oil that the Borrower
acquires, possesses or owns whenever the Borrower prepays for purchases of crude
oil in the ordinary course of business from Shell Trading (US) Company, a
Delaware corporation, BP Oil Supply Company, a Delaware corporation, Bayoil
(USA), Inc., a Delaware corporation, Koch Supply & Trading, L.P., a Delaware
limited partnership, or any other Person as to which the Majority Lenders
through the Administrative Agent otherwise give their prior written approval
(which approval may be withdrawn at any time by the Majority Lenders through the
Administrative Agent by written notification to the Borrower), the value of such
rights being the lesser of (a) the cost to the Borrower for such crude oil, as
set forth in the books and records of the Borrower (valued in accordance with
GAAP), and (b) the fair-market value of such crude oil, as determined in
accordance with the methods prescribed in Schedule 4.

    


    “Pricing
Level” means Pricing Level 1, Pricing Level 2 or Pricing Level
3.

    


    “Pricing Level
1” means the Pricing Level that applies to each Advance (whether then
outstanding or thereafter made) on and after, to each Letter of Credit (whether
then outstanding or thereafter issued) on and after, and to each Commitment on
and after, the date of receipt by the Administrative Agent of a schedule of
computations referred to in Section 6.4(a) or (b) if the ratio of (a) the
difference between Consolidated Long-Term Debt and the aggregate amount, if any,
of Cash Equivalents held by FOC and its Subsidiaries in excess of the sum of the
smallest aggregate amount of Cash Equivalents needed to be held by FOC in order
for FOC to comply with the covenant contained in Section 7.10, all as determined
on the last day of the fiscal quarter of FOC ended immediately before that date,
to (b) Consolidated EBITDA for the Calculation Period ended on the last day of
that fiscal quarter was less than 2.25:1.00, as demonstrated by that schedule;
provided, however, that (i) if
the information in any such schedule is incorrect and results in the payment of
lower interest or fees than should have been paid based on the correct
information, then the Borrower shall nevertheless be liable to the Lenders and
the Administrative Agent for the correct amounts of interest and fees and will
pay any unpaid portion of the same to the Administrative Agent for the benefit
of the Person(s) entitled thereto, promptly upon demand therefor, and (ii) if
FOC fails to deliver any such schedule by the required day, then Pricing Level 3
shall apply until FOC delivers such schedule and the appropriate Pricing Level
can be determined.

    


    “Pricing Level
2” means the Pricing Level that applies to each Advance (whether then
outstanding or thereafter made) on and after, to each Letter of Credit (whether
then outstanding or thereafter issued) on and after, and to each Commitment on
and after, the date of receipt by the Administrative Agent of a schedule of
computations referred to in Section 6.4(a) or (b) if the ratio of (a) the
difference between Consolidated Long-Term Debt and the aggregate amount, if any,
of Cash Equivalents held by FOC and its Subsidiaries in excess of the sum of the
smallest aggregate amount of Cash Equivalents needed to be held by FOC in order
for FOC to comply with the covenant contained in Section 7.10, all as determined
on the last day of the fiscal quarter of FOC ended immediately before that date,
to (b) Consolidated EBITDA for the Calculation Period ended on the last day of
that fiscal quarter was equal to or greater than 2.25:1.00 but less than
3.00:1.00, as demonstrated by that schedule; provided, however, that (i) if
the information in any such schedule is incorrect and results in the payment of
lower interest or fees than should have been paid based on the correct
information, then the Borrower shall nevertheless be liable to the Lenders and
the Administrative Agent for the correct amounts of interest and fees and will
pay any unpaid portion of the same to the Administrative Agent for the benefit
of the Person(s) entitled thereto, promptly upon demand therefor, and (ii) if
FOC fails to deliver any such schedule by the required day, then Pricing Level 3
shall apply until FOC delivers such schedule and the appropriate Pricing Level
can be determined.

    


    “Pricing Level
3” means the Pricing Level that applies to each Advance (whether then
outstanding or thereafter made) on and after, to each Letter of Credit (whether
then outstanding or thereafter issued) on and after, and to each Commitment on
and after, the date of receipt by the Administrative Agent of a schedule of
computations referred to in Section 6.4(a) or (b) if the ratio of (a) the
difference between Consolidated Long-Term Debt and the aggregate amount, if any,
of Cash Equivalents held by FOC and its Subsidiaries in excess of the sum of the
smallest aggregate amount of Cash Equivalents needed to be held by FOC in order
for FOC to comply with the covenant contained in Section 7.10, all as determined
on the last day of the fiscal quarter of FOC ended immediately before that date,
to (b) Consolidated EBITDA for the Calculation Period ended on the last day of
that fiscal quarter was equal to or greater than 3.00:1.00, as demonstrated by
that schedule; provided, however, that (i) if
the information in any such schedule is incorrect and results in the payment of
lower interest or fees than should have been paid based on the correct
information, then the Borrower shall nevertheless be liable to the Lenders and
the Administrative Agent for the correct amounts of interest and fees and will
pay any unpaid portion of the same to the Administrative Agent for the benefit
of the Person(s) entitled thereto, promptly upon demand therefor, and (ii) if
FOC fails to deliver any such schedule by the required day, then Pricing Level 3
shall apply until FOC delivers such schedule and the appropriate Pricing Level
can be determined.

    


    “Ratable
Crude” means crude oil (a) delivered to the Borrower at either Refinery
by common-carrier pipeline or by truck or (b) delivered to the Borrower through
common-carrier pipeline, and sold by the Borrower, at Cushing, Oklahoma, in each
case referred to in clauses (a) and (b) above on a predetermined, prorated basis
over the course of a delivery month; provided, however, that each
delivery of crude oil as described in clause (b) above shall be treated as
Ratable Crude only if in each instance the Administrative Agent has received
evidence reasonably satisfactory thereto that such crude oil will be delivered
on a ratable basis substantially similar to that for Ratable Crude previously
delivered to the Borrower at one of the Refineries.

    


    “Reference
Rate” means the variable rate of interest per annum established by UBOC
from time to time as its “reference rate.” Such “reference rate” is set by UBOC
as a general reference rate of interest, taking into account such factors as
UBOC may deem appropriate, it being understood that many of UBOC’s commercial or
other loans are priced in relation to such rate, that it is not necessarily the
lowest or best rate actually charged to any customer and that UBOC may make
various commercial or other loans at rates of interest having no relationship to
such rate. For purposes of this Agreement, each change in the Reference Rate
shall be effective as of the opening of business on the date announced as the
effective date of any change in such “reference rate.”

    


    “Reference Rate
Advance” means, at any time, any Advance that bears interest by reference
to the Reference Rate.

    


    “Refineries”
means the Cheyenne Refinery and the El Dorado Refinery.

    


    “Register”
has the meaning set forth in Section 10.8(d).

    


    “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30-day notice period has been
waived.

    


    “S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc., a New York corporation.

    


    “Secured Cash
Management Agreement” means any Cash Management Agreement that is entered
into solely between the Borrower and a Cash Management Bank.

    


    “Secured Hedge
Agreement” means any Hedge Agreement required or permitted under this
Agreement that is entered into solely between the Borrower or FOC and one or
more Hedge Banks.

    


    “Securities
Account Control Agreements” means (a) the two Securities Account Control
Agreements dated September 25, 2007 executed by the Borrower, UBOC, as
administrative agent, and Bear, Stearns Securities Corp. for the purpose of
perfecting the Collateral Agent’s security interest in the two “Securities
Accounts” referred to by number in the Security Agreement or (b) replacements of
either or both of said agreements delivered pursuant to Section
4.2(b).

    


    “Security
Agreement” means the Security Agreement executed by the Borrower in favor
of the Collateral Agent and delivered thereto pursuant to this
Agreement.

    


    “Shell Oil
Products US” means Equilon Enterprises LLC, a Delaware limited liability
company doing business as “Shell Oil Products US.”

    


    “Solvent”
means, with respect to any Person on a particular date, that on such date (a)
the fair value of the property of such Person is greater than the total amount
of liabilities, including contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured, (c) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay as such debts and liabilities mature and (d) such Person
is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person’s property would constitute
unreasonably small capital.

    


    “Specified Change
of Control” means a “Change of Control” (or any other defined term having
a similar meaning or purpose) as defined in any instrument governing any Debt of
FOC or any Subsidiary, including the indentures (or similar instruments) for the
notes referred to in Section 7.4(b).

    


    “Stamp and Excise
Taxes” means all current or future stamp or documentary taxes, and all
other excise or property taxes, charges and similar levies, arising from any
payment made under this Agreement or under any other Credit Document or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Credit Document.

    


     “Stock Pledge
Agreement” means the Stock Pledge Agreement executed by FRMI in favor of
the Collateral Agent and delivered thereto pursuant to this
Agreement.

    


    “Subsidiary”
means, as to any Person, any corporation, limited liability company,
partnership, joint venture or other entity of which (a) a majority of the
outstanding Capital Stock having ordinary voting power to elect a majority of
the board of directors or Persons performing similar functions (irrespective of
whether at the time other such Capital Stock has or might have voting power upon
the occurrence of a contingency) or (b) a majority of the interests in the
capital or profits is at the time directly or indirectly owned by such Person,
by such Person and one or more of its other Subsidiaries or by one or more of
such Person’s other Subsidiaries. Unless otherwise specified herein,
“Subsidiary” means a Subsidiary of FOC.

    


    “Super-Majority
Lenders” means, at any time, Lenders owed at least 75% of the Obligations
then outstanding or, if no Obligations are then outstanding, Lenders having at
least 75% of the Commitments.

    


    “Syndication
Agent” has the meaning set forth in the recital of parties to this
Agreement.

    


    “Tax Code”
means the Internal Revenue Code of 1986.

    


    “Taxes”
means all current or future income or other taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees and other charges (including Stamp
and Excise Taxes) imposed, levied, collected or assessed by any Governmental
Person, including any interest, additions to tax or penalties applicable
thereto.

    


    “Term Federal
Funds Rate” means, for any Interest Period for each Base Rate Advance
that is part of the same Borrowing, the rate per annum at which UBOC is
offered federal funds in the term federal funds market as of 10:00 a.m., Los
Angeles time, on the first day of such Interest Period, in an amount comparable
to the amount of UBOC’s Base Rate Advance for such Interest Period and for a
term coinciding with such Interest Period.

    


    “Titled
Agent” has the meaning set forth in Section 9.8.

    


    “Type”
refers to the distinction among Reference Rate Advances, LIBOR Advances and Base
Rate Advances.”

    


    “UBOC”
means Union Bank of California, N.A., a national banking association, in its
individual capacity.

    


    “Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Tax Code for the applicable plan
year.

    


    “Utexam
Transactions” means the crude oil purchases and related transactions
contemplated by the Master Crude Oil Purchase and Sale Contract dated March 10,
2006 by and among Utexam Ltd., a corporation organized under the laws of the
Republic of Ireland, as seller, the Borrower, as purchaser, and FOC, as
guarantor.

    


    Section
1.2                                Accounting
Terms

    . Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP.

    


    Section
1.3                                Interpretation

    . In this
Agreement: the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to statutes are to be
construed as including all statutory provisions consolidating, amending or
replacing the statute referred to; references to “writing” include printing,
typing, lithography and other means of reproducing words in a tangible, visible
form; the words “including,” “includes” and “include” are deemed to be followed
by the words “without limitation”; references to sections (or subdivisions of
sections), recitals, exhibits, annexes or schedules are to those of this
Agreement unless otherwise provided; references to agreements and other
contractual instruments are deemed to include all subsequent amendments,
restatements, supplements and other modifications to such instruments, but only
to the extent such amendments and other modifications are not prohibited by the
terms of this Agreement; and references to Persons include their respective
permitted successors and assigns.

    


    ARTICLE
2.

    COMMITMENTS

    


    Section
2.1                                Commitments.

    


    (a)                      Each
Lender agrees severally, on the terms and conditions contained in this
Agreement, to extend credit to the Borrower from time to time from the Closing
Date to the Commitment Termination Date by making funded advances to the
Borrower (the “Advances”)
pursuant to Section 2.4 and participating in letters of credit issued for the
account of the Borrower (the “Letters of
Credit”) pursuant to Section 2.9, in an aggregate amount not to exceed at
any time outstanding such Lender’s Commitment; provided, however, that the sum
of (i) the aggregate principal amount of all Advances outstanding, (ii) the
aggregate Letter of Credit Amount of all Letters of Credit outstanding and (iii)
the aggregate amount of unreimbursed drawings under all Letters of Credit shall
not exceed the Maximum Aggregate Commitment at any time; and further provided, however, that the sum
of (i) the aggregate principal amount of all Advances outstanding, (ii) the
Letter of Credit Usage and (iii) the aggregate amount of unreimbursed drawings
under all Letters of Credit shall not exceed the Borrowing Base at any time.
Within the limits of each Lender’s Commitment, the Borrower may borrow under
Section 2.4, have Letters of Credit issued for the Borrower’s account under
Section 2.9, prepay Advances under Section 2.7, reborrow under Section 2.4, and
have additional Letters of Credit issued for the Borrower’s account under
Section 2.9 after the expiration of previously issued Letters of
Credit.

    


    (b)                      The
Borrower may request from time to time that the Maximum Aggregate Commitment be
increased on any Business Day occurring after the Closing Date (each a “Commitment
Increase Date”), by one or more of the Lenders increasing their
Commitments and/or by one or more new lenders establishing commitments under
this Agreement. The Borrower shall make each such request in writing, not later
than 10 Business Days before the proposed Commitment Increase Date, by
delivering to the Administrative Agent a request (a “Commitment
Increase Request”) signed by an Authorized Officer and specifying the
requested Commitment Increase Date and the aggregate amount of the requested
increase, which shall be in an amount that would not cause the Maximum Aggregate
Commitment to exceed $650,000,000. Promptly after receipt of each Commitment
Increase Request, and provided that the Administrative Agent approves the
requested increase in the Maximum Aggregate Commitment (which approval shall not
be unreasonably withheld or delayed), the Administrative Agent will notify each
Lender of the contents thereof, and each Lender will thereafter (within 10
Business Days after receipt of such notice from the Administrative Agent) notify
the Administrative Agent in writing of such Lender’s willingness, if any, to
accept all or a portion of the requested increase (any such willing Lender
herein called an “Accepting
Lender”). Upon receipt of responses from the Lenders (with any Lender
failing to respond within the specified time period being deemed to have
declined to accept any of the requested increase), the Administrative Agent will
notify the Borrower thereof, and the increase in the Maximum Aggregate
Commitment shall be allocated, at the discretion of the Administrative Agent
after consultation with the Borrower, to each Accepting Lender and to one or
more new lenders (each a “New
Lender”) designated by the Borrower with the consent of the
Administrative Agent. Upon fulfillment of the applicable conditions set forth in
Article 4, on the specified Commitment Increase Date (i) the Maximum Aggregate
Commitment shall be increased by the aggregate amount agreed to by any Accepting
Lenders and/or New Lenders with respect to the Borrower’s request for such an
increase on that date, (ii) each such Accepting Lender’s Commitment shall be
increased in accordance with the foregoing, (iii) each such New Lender shall
become a party to this Agreement with a Commitment established in accordance
with the foregoing, (iv) the interests of the Lenders (including any New
Lenders) in all outstanding Advances and Letters of Credit shall be pro rata in accordance with
their Commitments hereunder as of such Commitment Increase Date, and (v) the
Lenders shall make all appropriate adjustments directly among themselves with
respect to any Advances outstanding under, and any payments under, this
Agreement for periods before such Commitment Increase Date.

    


    (c)                      The
Borrower shall have the right, upon at least 7 Business Days’ notice to the
Administrative Agent, to terminate in whole or reduce ratably in part the unused
portions of the respective Commitments of the Lenders; provided, however, that each
partial reduction shall be in the aggregate amount of $5,000,000 or an integral
multiple of $5,000,000 in excess thereof.

    


    Section
2.2                                Fees.

    


    (a)                      From
the date hereof until the Commitment Termination Date, the Borrower will pay to
the Administrative Agent, for the account of the Lenders, a commitment fee at
the Applicable Commitment Fee Rate in effect from time to time on the actual
daily amount by which the Maximum Aggregate Commitment exceeds the sum of (i)
the aggregate face amount of all Letters of Credit outstanding plus (ii) the
aggregate amount of all Advances outstanding. The commitment fee payable
hereunder shall be payable quarterly in arrears on the first Business Day of
each January, April, July and October, commencing on October 1, 2008, and on the
Commitment Termination Date; provided, however, that on
October 1, 2008 the Borrower will pay a commitment fee in accordance with
Section 2.2(a) of the Old Credit Agreement with respect to periods before the
Closing Date.

    


    (b)                      The
Borrower will pay to each of UBOC and BNP Paribas, for its own account, the fees
payable by the Borrower pursuant to the Fee Letters.

    


    (c)                      All
fees payable by the Borrower under the Credit Documents shall be deemed to be
fully earned when paid and shall be nonrefundable.

    


    Section
2.3                                Mandatory Prepayment of
Advances and Pledge of Cash Collateral

    . If at
any time (a) the sum of (i) the aggregate principal amount of all Advances
outstanding, (ii) the aggregate Letter of Credit Amount of all Letters of Credit
outstanding and (iii) the aggregate amount of unreimbursed drawings under all
Letters of Credit exceeds the Maximum Aggregate Commitment, or if at any time
(b) the sum of (i) the aggregate principal amount of all Advances outstanding,
(ii) the Letter of Credit Usage and (iii) the aggregate amount of unreimbursed
drawings under all Letters of Credit exceeds the Borrowing Base, then, in either
case, the Borrower will immediately, without notice or request by the
Administrative Agent or the Lenders, prepay the Advances (together with accrued
and unpaid interest to the date of prepayment on the principal amount prepaid)
and/or pledge additional cash collateral to the Collateral Agent to secure
reimbursement of amounts available to be drawn under outstanding Letters of
Credit, in an aggregate amount equal to such excess.

    


    A.           ADVANCES

    


    Section
2.4                                Making
Advances.

    


    (a)                      Each
Borrowing shall be made on notice, given (i) with respect to any Borrowing
consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles
time, on the Business Day before the date of the proposed Borrowing, (ii) with
respect to any Borrowing consisting of Base Rate Advances, not later than 9:30
a.m., Los Angeles time, on the Business Day before the date of the proposed
Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances,
not later than 9:30 a.m., Los Angeles time, on the third Business Day before the
date of the proposed Borrowing, each such notice to be given by the Borrower to
the Administrative Agent, which shall give each Lender prompt notice thereof by
telecopier. Each such notice of a Borrowing shall be in writing in the form of
Exhibit D (a “Notice of
Borrowing”), or by telephone confirmed promptly in writing, by an
Authorized Officer, specifying (A) the requested date of such Borrowing (which
shall be a Business Day), (B) the requested Type of Advances making up such
Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be
$1,000,000 (or, in the case of a Borrowing consisting of LIBOR Advances,
$2,000,000) or an integral multiple of $500,000 in excess thereof, (D) in the
case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the
requested initial Interest Period for such Advances and (E) the fact that the
statements set forth in Section 4.3(b) are true as of the date of such
Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of
such Borrowing, make available to the Administrative Agent at its address in Los
Angeles referred to in Section 10.2, in immediately available funds, such
Lender’s ratable portion of such Borrowing. After the Administrative Agent’s
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article 4, the Administrative Agent will make such funds available to
the Borrower by crediting the Borrower’s concentration account number 0880412175
at the Administrative Agent’s aforesaid address. Notwithstanding the provisions
of the first sentence of this Section 2.4(a), if the Borrower gives the
Administrative Agent notice, by telephone confirmed promptly by telecopier, of a
Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time,
on the day of the proposed Borrowing, the Administrative Agent and the Lenders
will use commercially reasonable efforts (but shall not be obligated) to make
such Advances available on the day on which such notice is given; provided, however, that the
Administrative Agent and the Lenders shall no longer be required to use
commercially reasonable efforts as described in this sentence if the
Administrative Agent, at its sole option exercisable at any time, gives the
Borrower notice of the same.

    


    (b)                      Notwithstanding
anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR
Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR
Advances is then suspended pursuant to Article 3 or (ii) after giving effect to
such Borrowing, the aggregate number of different Interest Periods for
outstanding LIBOR Advances would be greater than 5 (provided that Interest
Periods of the same duration, but commencing on different dates, shall be
treated as different Interest Periods).

    


    (c)                      Each
Notice of Borrowing shall be irrevocable and binding on the Borrower. The
Borrower will indemnify each Lender against any loss, cost or expense incurred
by such Lender as a result of any failure to fulfill, on or before the date
specified for such Borrowing in the related Notice of Borrowing, the applicable
conditions set forth in Article 4, including any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

    


    (d)                      Unless
the Administrative Agent receives notice from a Lender before the date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s ratable portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with Section 2.4(a), and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Lender has not made such ratable portion available to the Administrative Agent,
such Lender and the Borrower severally agree to repay to the Administrative
Agent forthwith on demand such corresponding amount, together with interest
thereon, for each day from the date on which such amount is made available to
the Borrower until the date on which such amount is repaid to the Administrative
Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to the Advances making up such Borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender repays to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Lender’s Advance as part of such Borrowing for purposes of this
Agreement.

    


    (e)                      The
failure of any Lender to make the Advance to be made by it as part of any
Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Advance on the date of such Borrowing, but no Lender shall
be responsible for the failure of any other Lender to make the Advance to be
made by such other Lender on the date of any Borrowing.

    


    Section
2.5                                Repayment

    .  On
the Commitment Termination Date, the Borrower will repay to the Administrative
Agent, for the account of the Lenders, the outstanding principal amount of the
Advances.

    


    Section
2.6                                Interest.

    


    (a)                      The
Borrower will pay interest on the unpaid principal amount of each Advance, from
the date of such Advance (or, if later, the date hereof) until such principal
amount has been paid in full, (i) during such periods as such Advance is a
Reference Rate Advance, at a rate per annum equal at all times
to the sum of the Reference Rate in effect from time to time plus the Applicable
Reference Rate Margin, payable monthly in arrears on the first Business Day of
each calendar month during such periods and on the Commitment Termination Date,
(ii) during such periods as such Advance is a LIBOR Advance, at a rate per annum equal at all times
during each Interest Period for such Advance to the sum of LIBOR for such
Interest Period for such Advance plus the Applicable LIBOR Margin, payable on
the last day of such Interest Period and, in the case of any 6-month Interest
Period, on the day that is 3 months from the first day of such Interest Period,
and (iii) during such periods as such Advance is a Base Rate Advance, at a rate
per annum equal at all
times during each Interest Period for such Advance to the sum of the Base Rate
for such Interest Period for such Advance plus the Applicable Base Rate Margin,
payable on the last day of such Interest Period; provided, however, that the
Borrower will pay interest in accordance with Section 2.6(a) of the Old Credit
Agreement with respect to periods before the Closing Date.

    


    (b)                      Any
amount of principal of any Advance that is not paid when due (whether at stated
maturity, by required prepayment, by acceleration or otherwise) shall bear
interest, from the date on which such amount is due until such amount is paid in
full, payable on demand, at a rate per annum (the “Default
Rate”) equal at all times to the sum of the otherwise applicable interest
rate plus 3.00% per
annum.

    


    (c)                      The
Administrative Agent will give prompt notice to the Borrower and the Lenders of
each applicable interest rate determined by the Administrative Agent for
purposes of Section 2.6(a).

    


    (d)                      If
the Borrower fails to select the duration of any Interest Period for any LIBOR
Advances or Base Rate Advances in accordance with the provisions contained in
the definition of “Interest Period” in Section 1.1, the Administrative Agent
will forthwith so notify the Borrower and the Lenders, and such Advances shall
automatically, on the last day of the then existing Interest Period therefor,
Convert into Reference Rate Advances.

    


    (e)                      If
any amount, other than principal of any Advance, payable by the Borrower under
this Agreement or any other Credit Document is not paid when due (whether at
stated maturity, by acceleration or otherwise), then, to the fullest extent
permitted by applicable Governmental Rules, such amount shall bear interest,
from the date on which such amount is due until such amount is paid in full,
payable on demand, at a rate per annum equal at all times
to the sum of the interest rate applicable to Reference Rate Advances from time
to time plus 3.00% per
annum.

    


    Section
2.7                                Optional
Prepayments

    . The
Borrower may on any Business Day, in the case of Reference Rate Advances or Base
Rate Advances upon prior written notice not later than 9:30 a.m., Los Angeles
time, on the day of any prepayment of such Advances, and in the case of LIBOR
Advances upon at least 3 Business Days’ prior written notice, to the
Administrative Agent stating the proposed date and aggregate principal amount of
the prepayment, and if such notice is given the Borrower will, prepay the
outstanding principal amounts of the Advances making up a Borrowing in whole or
ratably in part, together, in the case of LIBOR Advances or Base Rate Advances,
with accrued and unpaid interest to the date of such prepayment on the principal
amount prepaid; provided, however, that any
prepayment of LIBOR Advances or Base Rate Advances shall be made on, and only
on, the last day of an Interest Period for such Advances; and further provided, however, that each
partial prepayment shall be in the aggregate principal amount of $1,000,000 or
an integral multiple of $500,000 in excess thereof.

    


    Section
2.8                                Conversion of
Advances.

    


    (a)                      The
Borrower may on any Business Day, upon prior written notice in the form of
Exhibit E (a “Notice of
Conversion/Continuation”) signed by an Authorized Officer and given to
the Administrative Agent (i) with respect to any Conversion from Base Rate
Advances to Reference Rate Advances or from Reference Rate Advances to Base Rate
Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day
immediately preceding the date of the proposed Conversion and (ii) with respect
to any Conversion from or to LIBOR Advances, not later than 9:30 a.m., Los
Angeles time, on the third Business Day before the date of the proposed
Conversion, subject to the provisions of Sections 2.4(b), 3.2 and 3.3, Convert
all the Advances of one Type making up the same Borrowing into Advances of
another Type; provided, however, that any
Conversion of LIBOR Advances or Base Rate Advances into Advances of another Type
shall be made on, and only on, the last day of an Interest Period for such LIBOR
Advances or Base Rate Advances. Each Notice of Conversion shall, within the
restrictions specified above, specify (A) the date of such Conversion, (B) the
Advances to be Converted and (C) if such Conversion is into LIBOR Advances or
Base Rate Advances, the duration of the initial Interest Period for such
Advances. Each Notice of Conversion shall be irrevocable and binding on the
Borrower. The Administrative Agent shall give each Lender prompt notice by
telecopier of each Notice of Conversion.

    


    (b)                      On
any date on which the aggregate unpaid principal amount of LIBOR Advances
composing any Borrowing is reduced, by payment or prepayment or otherwise, to
less than $2,000,000, such Advances shall automatically Convert into Reference
Rate Advances. Upon the occurrence and during the continuation of any Default,
(i) each LIBOR Advance and Base Rate Advance shall automatically, on the last
day of the then existing Interest Period therefor, Convert into a Reference Rate
Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances
into, LIBOR Advances or Base Rate Advances shall be suspended.

    


    B.           LETTERS OF
CREDIT

    


    Section
2.9                                Issuance of Letters of
Credit.

    


    (a)                      Subject
to the limitations set forth in Section 2.1(a), the Borrower shall be entitled
to request the issuance of Letters of Credit, from time to time from the Closing
Date to the Commitment Termination Date (subject to the second-to-last sentence
of this Section 2.9(a)), by giving either Issuing Bank a Letter of Credit
Request at least 1 Business Day before the requested date of issuance of each
such Letter of Credit (which shall be a Business Day).  Any Letter of
Credit Request received by an Issuing Bank later than 3:00 p.m., Los Angeles
time, shall be deemed to have been received on the next Business Day. Each
Letter of Credit Request shall be delivered by telecopier (but shall be deemed
to be an original for all purposes), shall be signed by an Authorized Officer,
shall be irrevocable and shall be effective upon receipt by the applicable
Issuing Bank. Provided that a valid Letter of Credit Request has been received
by the applicable Issuing Bank and upon fulfillment of the other applicable
conditions set forth in Article 4, such Issuing Bank will issue the requested
Letter of Credit; provided, however, that neither
Issuing Bank shall be obligated to, but each may in its sole and absolute
discretion, issue a Letter of Credit as requested by the Borrower pursuant
hereto if such issuance would cause the sum of (i) the aggregate Letter of
Credit Amount of all outstanding Letters of Credit issued by such Issuing Bank
and (ii) the aggregate amount of unreimbursed drawings under all Letters of
Credit issued by such Issuing Bank to exceed 50% of the Maximum Aggregate
Commitment. No Letter of Credit may have an expiration date later than the 60th
day before the Commitment Termination Date. Notwithstanding the foregoing
provisions of this Section 2.9(a), if the Borrower gives an Issuing Bank notice,
by telephone confirmed promptly by telecopier, of a request for a Letter of
Credit by noon, Los Angeles time, on the proposed day of issuance of such Letter
of Credit, such Issuing Bank will use commercially reasonable efforts (but shall
not be obligated) to issue such Letter of Credit on the day on which such notice
is given; provided, however, that an
Issuing Bank shall no longer be required to use commercially reasonable efforts
as described in this sentence if such Issuing Bank, at its sole option
exercisable at any time, gives the Borrower notice of the same.

    


    (b)                      Immediately
upon the issuance of each Letter of Credit by an Issuing Bank, such Issuing Bank
shall be deemed to have sold and transferred to each other Lender, and each
other Lender shall be deemed to have purchased and received from such Issuing
Bank, in each case irrevocably and without any further action by any party, an
undivided interest and participation in such Letter of Credit, each drawing
thereunder and the obligations of the Borrower under this Agreement in respect
thereof in an amount equal to the product of (i) a fraction the numerator of
which is the amount of the Commitment of such Lender and the denominator of
which is the Maximum Aggregate Commitment and (ii) the maximum amount available
to be drawn under such Letter of Credit (assuming compliance with all conditions
to drawing). Each Issuing Bank will promptly advise each other Lender of the
issuance of each Letter of Credit by such Issuing Bank, the Letter of Credit
Amount of such Letter of Credit, any change in the face amount or expiration
date of such Letter of Credit, the cancellation or other termination of such
Letter of Credit and any drawing under such Letter of Credit.

    


    Section
2.10                                Drawing and
Reimbursement.

    


    (a)                      The
Borrower will reimburse each Issuing Bank for the amount of each draft presented
under a Letter of Credit and paid by such Issuing Bank and any taxes, fees,
charges or other costs or expenses reasonably incurred by such Issuing Bank in
connection with such payment. Each such reimbursement shall be effected by a
Reference Rate Advance from such Issuing Bank in accordance with Section
2.10(b).  Each Issuing Bank will notify the Borrower promptly of each
payment by such Issuing Bank of a draft presented under a Letter of
Credit.

    


    (b)                      The
payment by an Issuing Bank of a draft presented under a Letter of Credit shall
constitute for all purposes of this Agreement the making by such Issuing Bank of
a Reference Rate Advance in the amount of such payment, without any requirement
of compliance with the provisions of Section 2.1(a), Section 2.4(a) or Article 4
and without regard to whether the Commitment Termination Date has occurred, but
subject to the provisions of Section 2.3. In the event that any such Reference
Rate Advance by an Issuing Bank is not repaid by the Borrower by 11:00 a.m., Los
Angeles time, on the first Business Day after the day on which such Reference
Rate Advance was made, such Issuing Bank will promptly so notify the
Administrative Agent and each other Lender. On the first Business Day after such
notification, each such Lender will make a Reference Rate Advance, which shall
be used to repay the applicable portion of the relevant Issuing Bank’s Reference
Rate Advance with respect to such drawing, in an amount equal to the amount of
such Lender’s participation in such drawing and will make available to the
Administrative Agent for such Issuing Bank’s account, in immediately available
funds, the amount of such Reference Rate Advance. Each such Lender’s obligation
to make such a Reference Rate Advance shall be absolute and unconditional in all
circumstances, without any requirement of compliance with the provisions of
Section 2.1(a), Section 2.4(a) or Article 4 and without regard to whether the
Commitment Termination Date has occurred, but subject to the provisions of
Section 2.3. If and to the extent that any such Lender fails to make the amount
of such Reference Rate Advance available to the Administrative Agent, for the
account of such Issuing Bank, such Lender and the Borrower severally agree to
repay such amount to the Administrative Agent, for the account of such Issuing
Bank, forthwith on demand, together with interest thereon for each day from the
date on which such amount was made available to the Borrower by such Issuing
Bank until the date on which such amount is repaid to the Administrative Agent,
for the account of such Issuing Bank, at (i) in the case of the Borrower, the
interest rate applicable at the time to Reference Rate Advances and (ii) in the
case of such Lender, the Federal Funds Rate. If such Lender repays such amount
to the Administrative Agent, for the account of such Issuing Bank, such amount
so repaid shall constitute such Lender’s Reference Rate Advance to the Borrower
for purposes of this Section 2.10(b).

    


    Section
2.11                                Obligations
Absolute

    . The
obligations of the Borrower under this Agreement, any Letter of Credit Request
and any other agreement or instrument relating to any Letter of Credit shall be
absolute, unconditional and irrevocable and shall be paid strictly in accordance
with the terms of the aforementioned documents under all circumstances,
including the following:

    


    (a)                      any
lack of validity or enforceability of any Letter of Credit, this Agreement or
any other Credit Document;

    


    (b)                      the
existence of any claim, setoff, defense or other right that the Borrower may
have at any time against any beneficiary or transferee of any Letter of Credit
(or any Person for whom any such beneficiary or transferee may be acting),
either Issuing Bank, any other Lender (other than the defense of payment in
accordance with the terms of this Agreement) or any other Person, whether in
connection with this Agreement, any other Credit Document, the transactions
contemplated hereby or thereby or any unrelated transaction;

    


    (c)                      any
statement or other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect, or any statement
therein being untrue or inaccurate in any respect whatsoever;

    


    (d)                      payment
by an Issuing Bank under any Letter of Credit against presentation of a draft or
certificate that does not comply with the terms of such Letter of
Credit;

    


    (e)                      any
exchange, release or nonperfection of any Collateral or other collateral, or any
release, amendment or waiver of or consent to departure from the Guaranty or any
other guaranty, for any of the Obligations of the Borrower in respect of the
Letters of Credit; and

    


    (f)                      any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing.

    


    Section
2.12                                Letter of Credit Fees and
Charges.

    


    (a)                      The
Borrower will pay to the Administrative Agent, for the account of the Lenders,
from and including the date hereof to the date on which all Letters of Credit
have expired or been terminated, a letter of credit fee (the “Letter of Credit
Fee”) at the Applicable LOC Fee Rate in effect from time to time on the
aggregate of the actual daily Letter of Credit Amounts of all Letters of Credit
outstanding from time to time; provided, however, that, to the
extent and so long as no Event of Default has occurred and is continuing and the
Borrower pledges cash collateral to the Collateral Agent pursuant to the
Security Agreement by depositing such cash collateral into account number
4560001520 of the Collateral Agent at UBOC, Los Angeles, California, as
collateral for, and in the amount of, the Borrower’s contingent reimbursement
obligations in respect of all or a portion of the aggregate Letter of Credit
Amount of the Letters of Credit outstanding from time to time, then the Letter
of Credit Fee payable on all or such portion, as applicable, of the aggregate of
the actual daily Letter of Credit Amounts of such Letters of Credit shall be
payable at the rate of 0.75% per annum. The Letter of
Credit Fee shall be payable monthly in arrears on the first Business Day of each
calendar month, commencing on September 1, 2008, to the extent accrued during
the immediately preceding calendar month; provided, however, that on
September 1, 2008 the Borrower will pay a letter of credit fee in accordance
with Section 2.12(a) of the Old Credit Agreement with respect to periods before
the Closing Date.

    


    (b)                      The
Borrower will pay to each Issuing Bank for its own account such additional fees
and charges (including cable charges) as are generally associated with letters
of credit, in accordance with such Issuing Bank’s standard internal charge
guidelines in effect from time to time.

    


    Section
2.13                                Limits of Liability of
Issuing Banks and Lenders.

    


    (a)                      The
Borrower agrees to the provisions in the Letter of Credit Request forms; provided, however, that the
terms of this Agreement shall take precedence if there is any inconsistency
between the terms of this Agreement and the terms of either such
form.

    


    (b)                      The
Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letter of
Credit. Neither Issuing Bank nor any other Lender nor any of their respective
officers or directors shall be liable or responsible for (i) the use that may be
made of any Letter of Credit or any acts or omissions of any beneficiary or
transferee in connection therewith, (ii) the validity, sufficiency or
genuineness of documents, or of any endorsement thereof, even if such documents
should prove to be in any or all respects invalid, insufficient, fraudulent or
forged, (iii) payment by an Issuing Bank against presentation of documents that
do not comply with the terms of any Letter of Credit, including failure of any
documents to bear any reference or adequate reference to any Letter of Credit,
or (iv) any other circumstance whatsoever in making or failing to make payment
under any Letter of Credit; provided, however, that (A) the
Borrower shall have a claim against an Issuing Bank, and such Issuing Bank shall
be liable to the Borrower, to the extent of any direct, but not consequential,
damages suffered by the Borrower that the Borrower proves were caused by (1)
such Issuing Bank’s willful misconduct or gross negligence in determining
whether documents presented under any Letter of Credit issued by such Issuing
Bank comply with the terms of such Letter of Credit or (2) such Issuing Bank’s
willful failure to make lawful payment under any Letter of Credit issued by such
Issuing Bank after the presentation thereto by the beneficiary or transferee of
such Letter of Credit of a draft and certificates strictly complying with the
terms and conditions of such Letter of Credit, and (B) EXCEPT AS EXPRESSLY PROVIDED IN
CLAUSE (A) ABOVE, THE BORROWER SHALL HAVE NO CLAIM AGAINST EITHER ISSUING BANK,
AND NEITHER ISSUING BANK SHALL BE LIABLE TO THE BORROWER, FOR ANY DAMAGES
SUFFERED BY THE BORROWER THAT ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE
OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY SUCH ISSUING
BANK. In furtherance and not in limitation of the foregoing, an Issuing
Bank may accept any document that appears on its face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.

    


    C.           PAYMENT
PROVISIONS

    


    Section
2.14                                Payments.

    


    (a)                      The
Borrower will make each payment hereunder and under the Notes not later than
11:00 a.m., Los Angeles time, on the day when due, in U.S. dollars and
immediately available funds, to the Administrative Agent at its address in Los
Angeles set forth in Section 10.2. The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal, interest or fees ratably (other than amounts payable pursuant to
Section 2.2(b) or Article 3 or interest payable to an Issuing Bank in respect of
a Reference Rate Advance made thereby pursuant to Section 2.10(b)) to the
Lenders and like funds relating to the payment of any other amount payable to
any Lender to such Lender, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Assumption and
recording of the information contained therein in the Register pursuant to
Section 10.8(d), from and after the effective date of such Assignment and
Assumption the Administrative Agent will make all payments hereunder in respect
of the interest assigned thereby to the Lender assignee thereunder, and the
parties to such Assignment and Assumption will make all appropriate adjustments
in such payments for periods before such effective date directly between
themselves.

    


    (b)                      The
Borrower hereby authorizes each Lender, if and to the extent that any payment
owed to such Lender is not made when due hereunder or under any other Credit
Document, to charge from time to time against any or all of the Borrower’s
accounts with such Lender any amount so due.

    


    (c)                      Unless
the Administrative Agent receives notice from the Borrower before the date on
which any payment is due to the Lenders hereunder that the Borrower will not
make such payment in full, the Administrative Agent may assume that the Borrower
has made such payment in full to the Administrative Agent on such date, and the
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due to such Lender. If and to the extent that the Borrower has not so made such
payment in full to the Administrative Agent, each Lender will repay to the
Administrative Agent forthwith upon demand such amount distributed to such
Lender, together with interest thereon, for each day from the date on which such
amount was distributed to such Lender until the date on which such Lender repays
such amount to the Administrative Agent, at the Federal Funds Rate.

    


    Section
2.15                                Computation of Interest and
Fees

    .  All
computations of interest and fees hereunder shall be made on the basis of a year
of 360 days for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest or fees are
payable. Each determination by the Administrative Agent of an interest rate
hereunder shall be conclusive and binding for all purposes, absent manifest
error.

    


    Section
2.16                                Payments on Non-Business
Days

    .  Whenever
any payment hereunder or under any other Credit Document is stated to be due on
a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fee, as the case may be;
provided, however, that, if
such extension would cause payment of interest on or principal of LIBOR Advances
to be made in the next succeeding calendar month, such payment shall be made on
the next preceding Business Day.

    


    Section
2.17                                Sharing of Payments,
Etc.

      If
any Lender obtains any payment (whether voluntary, involuntary, through the
exercise of any right of setoff or otherwise) on account of the Advances made by
it or the Letters of Credit participated in by it (other than amounts payable
pursuant to Section 2.2(b) or Article 3 or interest payable to an Issuing Bank
in respect of a Reference Rate Advance made thereby pursuant to Section 2.10(b))
in excess of its ratable share of payments on account of the Advances and
Letters of Credit obtained by all of the Lenders, then such Lender will
forthwith purchase from the other Lenders such participations in the Advances
made by them and the Letters of Credit participated in by them as necessary to
cause such purchasing Lender to share the excess payment ratably with each of
them; provided,
however, that,
if all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each other Lender shall be rescinded, and
each such other Lender shall repay to the purchasing Lender the purchase price
to the extent of such recovery, together with an amount equal to such Lender’s
ratable share (according to the proportion of (a) the amount of such Lender’s
required repayment to (b) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this section may,
to the fullest extent permitted by law, exercise all of its rights of payment
(including the right of setoff) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

    


    Section
2.18                                Evidence of
Debt.

    


    (a)                      The
indebtedness of the Borrower resulting from all Advances made by each Lender
from time to time shall be evidenced by the Notes.

    


    (b)                      The
books and accounts of the Administrative Agent shall be conclusive evidence,
absent manifest error, of all Letter of Credit Amounts and of the amounts of all
Advances, drawings under Letters of Credit, reimbursements under Letters of
Credit, repayments of Advances, fees, interest and other charges advanced, due,
outstanding or paid pursuant to this Agreement or any other Credit
Document.

    


    Section
2.19                                Continuation of Outstanding
Credit

    .  On
the Closing Date, any “Advances” and “Letters of Credit” outstanding under the
Old Credit Agreement shall be deemed to be Advances and Letters of Credit,
respectively, outstanding under this Agreement; provided, however, that (a) the
interests of the Lenders in such Advances and Letters of Credit shall be pro rata in accordance with
their Commitments hereunder as of the Closing Date and (b) the Lenders shall
make all appropriate adjustments directly among themselves with respect to any
“Advances” outstanding under, and any payments under, the Old Credit Agreement
for periods before the Closing Date.

    


    ARTICLE
3.

    YIELD
PROTECTION

    


    Section
3.1                                Increased LIBOR Advance
Costs

    .  If,
due to either (a) the introduction of or any change (other than any change by
way of imposition or increase of reserve requirements, in the case of LIBOR
Advances, included in the LIBOR Reserve Percentage) in or in the interpretation
of any Governmental Rule or (b) compliance with any Governmental Rule (whether
or not having the force of law), there is an increase in the cost to any Lender
of agreeing to make, making, funding or maintaining any LIBOR Advance, then the
Borrower will from time to time, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent, for the
account of such Lender, additional amounts sufficient to compensate such Lender
for such increased cost. A certificate as to the amount of such increased cost,
submitted to the Borrower and the Administrative Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error.

    


    Section
3.2                                Illegality

    .  Notwithstanding
any other provision of this Agreement, if the introduction of, or any change in
or in the interpretation of, any Governmental Rule makes it unlawful, or any
Governmental Person asserts that it is unlawful, for any Lender to perform its
obligations hereunder to make LIBOR Advances or to continue to fund or maintain
LIBOR Advances hereunder, then, on notice thereof and demand therefor by such
Lender to the Borrower through the Administrative Agent, (a) the obligation of
such Lender to make LIBOR Advances and to Convert Advances into LIBOR Advances
shall be suspended until the Administrative Agent notifies the Borrower that
such Lender has determined that the circumstances causing such suspension no
longer exist, and (b) the Borrower will forthwith prepay in full all LIBOR
Advances of such Lender then outstanding, together with accrued and unpaid
interest thereon, unless the Borrower, within 5 Business Days of such notice and
demand, Converts all LIBOR Advances of all Lenders then outstanding into
Reference Rate Advances in accordance with Section 2.8(a).

    


    Section
3.3                                Inadequacy of
LIBOR

    .  If,
with respect to any LIBOR Advances, the Majority Lenders notify the
Administrative Agent that LIBOR determined pursuant to Section 2.6(a)(ii) for
any Interest Period for such Advances will not adequately reflect the cost to
the Majority Lenders of making, funding or maintaining their respective LIBOR
Advances for such Interest Period, then the Administrative Agent will forthwith
so notify the Borrower and the Lenders, whereupon (a) all such LIBOR Advances
shall automatically, on the last day of the then existing respective Interest
Periods therefor, Convert into Reference Rate Advances, and (b) the obligations
of the Lenders to make, or to Convert Advances into, LIBOR Advances shall be
suspended until the Administrative Agent notifies the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.

    


    Section
3.4                                Increased Letter of Credit
Costs

    .  If,
after the date hereof, any change in any Governmental Rule or in the
interpretation thereof by any Governmental Person charged with the
administration thereof either (a) imposes, modifies or deems applicable any
reserve, special-deposit or similar requirement against letters of credit or
guaranties issued by or participated in, or assets held by, or deposits in or
for the account of, either Issuing Bank or any other Lender or (b) imposes on
either Issuing Bank or any other Lender any other condition regarding this
Agreement, such Issuing Bank, such Lender or any Letter of Credit, and the
result of any event referred to in the preceding clause (a) or (b) is to
increase the cost to either Issuing Bank of issuing or maintaining any Letter of
Credit or to any Lender of purchasing or maintaining any participation therein,
then, upon demand by such Issuing Bank or Lender through the Administrative
Agent, the Borrower will pay to such Issuing Bank or Lender through the
Administrative Agent, from time to time as specified by such Issuing Bank or
Lender through the Administrative Agent, additional amounts sufficient to
compensate such Issuing Bank or Lender for such increased cost. A certificate as
to the amount of such increased cost, submitted to the Borrower by such Issuing
Bank or Lender, shall be conclusive and binding for all purposes, absent
manifest error.

    


    Section
3.5                                Capital
Adequacy

    .  If
any Lender determines that compliance with any Governmental Rule (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender’s commitment to lend hereunder and other commitments of
this type or the commitment to issue or participate in, or the issuance of or
participation in, the Letters of Credit (or similar contingent obligations),
then, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), the Borrower will pay to the Administrative Agent, for
the account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender in the light of such
circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender’s commitment
to lend hereunder or commitment to issue or participate in, or the issuance of
or participation in, Letters of Credit. A certificate as to such amounts
submitted to the Borrower by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

    Section
3.6                                Funding
Losses

    .  If
any payment of principal of, or any Conversion of, any LIBOR Advance or Base
Rate Advance is made other than on the last day of an Interest Period for such
Advance, as a result of a payment or Conversion pursuant to Section 3.2 or 3.3
or acceleration of the maturity of the Obligations pursuant to Section 8.1 or
for any other reason, the Borrower will, upon demand by any Lender (with a copy
of such demand to the Administrative Agent), pay to the Administrative Agent,
for the account of such Lender, any amounts required to compensate such Lender
for any additional losses, costs or expenses that it may reasonably incur as a
result of such payment or Conversion, including any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund or
maintain such Advance.

    


    Section
3.7                                Taxes.

    


    (a)                      Any
and all payments by or on account of any obligation of the Borrower under this
Agreement or under any other Credit Document shall be made free and clear of and
without deduction or withholding for any Indemnified Taxes; provided, however, that, if the
Borrower is required by applicable Governmental Rules to deduct any Indemnified
Taxes from such payments, then (i) the amount payable shall be increased as
necessary so that, after making all required deductions (including deductions
applicable to additional amounts payable under this section), the Administrative
Agent or Lender, as the case may be, receives an amount equal to the amount it
would have received had no such deductions been made, (ii) the Borrower will
make such deductions and (iii) the Borrower will timely pay the full amount
deducted to the relevant Governmental Person in accordance with applicable
Governmental Rules.

    


    (b)                      Without
limiting the provisions of Section 3.7(a), the Borrower will timely pay all
Stamp and Excise Taxes to the relevant Governmental Persons in accordance with
applicable Governmental Rules.

    


    (c)                      The
Borrower will indemnify the Administrative Agent and each Lender, within 10 days
after demand therefor, for the full amount of any Indemnified Taxes (including
Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this section) paid by the Administrative Agent or such Lender, as the case
may be, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Person. A certificate
as to the amount of such payment or liability delivered to the Borrower by a
Lender (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

    


    (d)                      As
soon as practicable after any payment of Indemnified Taxes by the Borrower to a
Governmental Person, the Borrower will deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Person
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative
Agent.

    


    (e)                      Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is resident for tax
purposes or under any treaty to which such jurisdiction is a party, with respect
to payments hereunder or under any other Credit Document, will deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable Governmental Rules or reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Governmental Rules as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
will deliver such other documentation (including an Internal Revenue Service
Form W-9) prescribed by applicable Governmental Rules or reasonably requested by
the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information-reporting requirements. Without limiting the
generality of the foregoing, each Foreign Lender will deliver to the Borrower
and the Administrative Agent (in such number of copies as requested by the
recipient), on or before the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of the
Borrower or the Administrative Agent, but only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable:

    


    (i)           duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income-tax treaty to which the United States of America is a
party;

    


    (ii)           duly
completed copies of Internal Revenue Service Form W-8ECI;

    


    (iii)           in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Tax Code, (A) a certificate to
the effect that such Foreign Lender is not (1) a “bank” within the meaning of
section 881(c)(3)(A) of the Tax Code, (2) a “10 percent shareholder” of the
Borrower within the meaning of section 881(c)(3)(B) of the Tax Code or (3) a
“controlled foreign corporation” described in section 881(c)(3)(C) of the Tax
Code and (B) duly completed copies of  Internal Revenue Service Form
W-8BEN; or

    


    (iv)           any
other form prescribed by applicable Governmental Rules as a basis for claiming
exemption from or a reduction of United States federal withholding tax, duly
completed, together with such supplementary documentation as may be prescribed
by applicable Governmental Rules to permit the Borrower to determine the
withholding or deduction required to be made.

    


    (f)                      If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this section, it will pay to the Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts
paid, by the Borrower under this section with respect to the Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent
or such Lender, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Person with respect to such refund);
provided, however, that, upon
the request of the Administrative Agent or such Lender, the Borrower will repay
the amount paid over to the Borrower (plus any penalties, interest or other
charges imposed by the relevant Governmental Person) to the Administrative Agent
or such Lender in the event that the Administrative Agent or such Lender is
required to repay such refund to such Governmental Person. This section shall
not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes that
it deems confidential) to the Borrower or any other Person.

    


    Section
3.8                                Substitution of
Lender

    .  If
(a) any Lender demands payment from the Borrower in any material amount pursuant
to Section 3.1, 3.4, 3.5 or 3.7 or (b) any Lender gives notice of illegality
pursuant to Section 3.2, and in either case the event or circumstance causing
such Lender to make such demand or give such notice is not applicable to the
Majority Lenders, then the Borrower shall have the right, with the assistance of
the Administrative Agent, to seek a mutually satisfactory lender or lenders
(which may be one or more of the other Lenders) to substitute for such Lender by
purchasing the Obligations and assuming the Commitment of such Lender; provided, however, that in any
event the Borrower shall be obligated to compensate such Lender pursuant to
Section 3.1, 3.4, 3.5 or 3.7 or to prepay such Lender’s LIBOR Advances pursuant
to Section 3.2, as applicable.

    


    ARTICLE
4.

    CONDITIONS OF EXTENDING
CREDIT

    


    Section
4.1                                Closing
Date

    .  This
Agreement shall become effective on the date (the “Closing
Date”), not later than August 29, 2008, on which the conditions precedent
set forth below have been fulfilled.

    


    (a)                      No
material and adverse change in the business, condition (financial or otherwise),
operations, performance, properties or prospects of FOC or any Subsidiary has
occurred since June 30, 2008 and is continuing.

    


    (b)                      No
action, suit, investigation, litigation or proceeding affecting FOC or any
Affiliate is pending or threatened before any Governmental Person, referee or
arbitrator (i) that could reasonably be expected to have a Material Adverse
Effect or (ii) that purports to affect the legality, validity or enforceability
of, or the consummation of any of the transactions contemplated by, this
Agreement or any other Credit Document.

    


    (c)                      The
Lenders are satisfied with the terms of the Frontier Processing
Agreements.

    


    (d)                      The
Borrower has paid the following fees to the Administrative Agent: (i) for the
respective accounts of the Lenders, the fees therefor specified in Schedule 1;
(ii) for the account of UBOC, all accrued and unpaid fees and expenses payable
thereto pursuant to Section 10.4 and the Fee Letter to which it is a party,
including the accrued and unpaid fees and disbursements of legal counsel to the
Administrative Agent, to the extent one or more statements for such fees and
expenses have been presented for payment; and (iii) for the account of BNP
Paribas, all accrued and unpaid fees payable thereto pursuant to the Fee Letter
to which it is a party.

    


    (e)                      The
Administrative Agent has received the following, each dated the Closing Date
unless otherwise specified below, in form and substance satisfactory to the
Lenders and in the number of originals required by the Administrative Agent
(which will deliver the following to the Lenders):

    


    (i)           this
Agreement, duly executed by the Borrower and the Lenders;

    


    (ii)           the
Notes in favor of the respective Lenders, the Security Agreement, the Borrower
Guaranty and the Fee Letters, duly executed by the Borrower;

    


    (iii)           the
Guaranty, duly executed by the Guarantors;

    


    (iv)           the
FRMI Guaranty and the Stock Pledge Agreement, duly executed by
FRMI;

    


    (v)           copies
of the resolutions of the Board of Directors of (A) the Borrower approving this
Agreement, the Notes, the Borrower Guaranty and the Fee Letters, (B) FOC
approving this Agreement and the Guaranty, (C) FRMI approving the Guaranty, the
FRMI Guaranty and the Stock Pledge Agreement and (D) each other Guarantor
approving the Guaranty, in each case certified by the Secretary or an Assistant
Secretary of such Credit Party to be correct and complete and in full force and
effect as of the date of execution of each such document and as of the Closing
Date;

    


    (vi)           a
certificate of the Secretary or an Assistant Secretary of each Credit Party as
to the incumbency, and setting forth a specimen signature, of each of the
persons (A) who has signed or will sign any Credit Document on behalf of such
Credit Party and (B) who will, until replaced by other persons duly authorized
for that purpose, act as the representatives of such Credit Party for the
purpose of signing documents in connection with this Agreement and the
transactions contemplated hereby;

    


    (vii)           a
certificate of each Credit Party, signed on behalf of such Credit Party by its
President or a Vice President and its Secretary or an Assistant Secretary,
certifying as to the following: (A) the absence of any amendments to the charter
of such Credit Party since the date of the certification with respect thereto
referred to in Section 4.1(e)(viii); (B) the correctness and completeness of the
copies of the bylaws of such Credit Party attached to such certificate and that
such bylaws are in full force and effect; (C) the correctness and completeness
of the copies of each Material Contract to which such Credit Party is a party,
as attached to such certificate, and that each such Material Contract is in full
force and effect; (D) the due incorporation and good standing of such Credit
Party as a corporation organized under the laws of its state of incorporation
and the absence of any proceeding for the dissolution or liquidation of such
Credit Party; (E) the truthfulness in all material respects of the
representations and warranties of such Credit Party contained in the Credit
Documents, as though made on and as of the Closing Date; and (F) the absence of
any event occurring and continuing, or resulting from the effectiveness of the
Credit Documents, that constitutes a Default with respect to such Credit
Party;

    


    (viii)                      certificates
of the appropriate Governmental Persons, dated reasonably near the Closing Date,
attaching the charter (or the most recent amendment and restatement thereof) of
each Credit Party and all amendments thereto and certifying that (A) such
amendments are the only amendments to such charter on file in such Governmental
Person’s office, (B) such Credit Party (other than EMC) has paid all franchise
taxes to the date of such certificate and (C) such Credit Party is duly
organized and in good standing under the laws of such state;

    


    (ix)           certificates
of the appropriate Governmental Persons, dated reasonably near the Closing Date,
with respect to the good standing of the Credit Parties to do business in such
jurisdictions as the Administrative Agent may reasonably request;
and

    


    (x)           one
or more favorable opinions of legal counsel for the Credit Parties, as to such
matters as any Lender through the Administrative Agent may reasonably
request.

    


    Section
4.2                                Conditions
Subsequent

    .  The
continuing effectiveness of this Agreement is subject to the fulfillment of the
conditions subsequent that the Administrative Agent has received the following
by November 14, 2008, in the number of originals required thereby:

    


    (a)                      a
replacement for the Lockbox Agreement in effect on the date hereof,
substantially in the form thereof on the date hereof or as otherwise agreed by
the parties to the replacement agreement, duly executed by Wells Fargo Bank,
N.A. and the Borrower; and

    


    (b)                      replacements
for the Securities Account Control Agreements in effect on the date hereof,
substantially in the form thereof on the date hereof or as otherwise agreed by
the parties to the replacement agreements, duly executed by Bear, Stearns
Securities Corp. (or a successor thereto) and the Borrower.

    


    Section
4.3                                Advances

    .  The
obligation of each Lender to make an Advance on the occasion of each Borrowing
is subject to the limitations of the Commitments, to the performance by the
Borrower of all of its obligations under this Agreement and to the satisfaction
of the following further conditions:

    


    (a)                      the
Administrative Agent has received a Notice of Borrowing, duly executed by the
Borrower, with respect to such Advance;

    


    (b)                      the
following statements are true (and the acceptance by the Borrower of the
proceeds of such Borrowing shall constitute a representation and warranty by the
Borrower that on the date of such Borrowing such statements are
true):

    


    (i)           the
representations and warranties contained in each Credit Document are correct in
all material respects on and as of the date of such Borrowing, before and after
giving effect to such Borrowing and to the application of the proceeds thereof,
as though made on and as of such date; and

    


    (ii)           no
event has occurred and is continuing, or would result from such Borrowing or
from the application of the proceeds thereof, that constitutes a Default;
and

    


    (c)                      the
Administrative Agent has received such other approvals, opinions, evidence and
documents as any Lender through the Administrative Agent may reasonably
request.

    


    Section
4.4                                Letters of
Credit

    . The
obligation of each Issuing Bank to issue, and of each other Lender to
participate in, each Letter of Credit is subject to the limitations of the
Commitments, to the limitations contained in the first proviso of Section
2.9(a), to the performance by the Borrower of all of its obligations under this
Agreement and to the satisfaction of the following further
conditions:

    


    (a)                      such
Issuing Bank has received a Letter of Credit Request, duly executed by the
Borrower, with respect to such Letter of Credit;

    


    (b)                      the
following statements are true (and each delivery of a Letter of Credit Request
shall constitute a representation and warranty by the Borrower that on the date
of issuance of the applicable Letter of Credit such statements are
true):

    


    (i)           the
representations and warranties contained in each Credit Document are correct in
all material respects on and as of the date of issuance of such Letter of
Credit, before and after giving effect to the issuance of such Letter of Credit,
as though made on and as of such date; and

    


    (ii)           no
event has occurred and is continuing, or would result from the issuance of such
Letter of Credit, that constitutes a Default; and

    


    (c)                      the
Administrative Agent has received such other approvals, opinions, evidence and
documents as any Lender through the Administrative Agent may reasonably
request.

    


    Section
4.5                                Increases in Maximum
Aggregate Commitment

    . In each
case in which the Borrower requests an increase in the Maximum Aggregate
Commitment in accordance with Section 2.1(b), the obligation of the
Administrative Agent to increase the Maximum Aggregate Commitment on the
applicable Commitment Increase Date is subject to the performance by the
Borrower of all of its obligations under this Agreement and to the satisfaction
of the following further conditions:

    


    (a)                      the
Administrative Agent has received (i) a Commitment Increase Request, duly
executed by the Borrower, with respect to such increase, (ii) a notice from each
applicable Accepting Lender, duly executed thereby, in respect of its portion of
such increase, (iii) a Joinder Agreement from each applicable New Lender, duly
executed thereby, in respect of its portion of such increase, (iv) a consent of
the Guarantors, duly executed thereby, with respect to such increase, (v) a new
Note in favor of each Accepting Lender requesting the same, duly executed by the
Borrower, and (vi) a Note in favor of each New Lender, duly executed by the
Borrower;

    


    (b)                      the
following statements are true (and each delivery of a Commitment Increase
Request by the Borrower shall constitute a representation and warranty thereby
that on the applicable Commitment Increase Date such statements are
true):

    


    (i)           the
representations and warranties contained in each Credit Document are correct in
all material respects on and as of such Commitment Increase Date, before and
after giving effect to the increase of the Maximum Aggregate Commitment on such
date, as though made on and as of such date; and

    


    (ii)           no
event has occurred and is continuing, or would result from such increase, that
constitutes a Default; and

    


    (c)                      the
Administrative Agent has received such other approvals, evidence and documents
as it, or any such Accepting Lender or New Lender through the Administrative
Agent, may reasonably request.

    


    Section
4.6                                Determinations under Section
4.1

    . For
purposes of determining compliance with the conditions specified in
Section 4.1, each Lender shall be deemed to have consented to, approved or
accepted, or to be satisfied with, each document or other matter required under
Section 4.1 to be consented to, approved by, accepted or satisfactory to the
Lenders unless an officer of the Administrative Agent responsible for the
transactions contemplated by the Credit Documents and holding the position of
Vice President or a more senior position receives notice from such Lender before
the Closing Date specifying such Lender’s objection thereto, and such objection
is not withdrawn by notice to the Administrative Agent to that
effect.

    


    ARTICLE
5.

    REPRESENTATIONS AND
WARRANTIES

    


    Each of
the Borrower and FOC represents and warrants to the Lenders and the
Administrative Agent as set forth below.

    


    Section
5.1                                Corporate Existence and
Power

    . Each of
the Borrower and FOC (a) is a corporation duly organized, validly existing
and in good standing under the laws of the state of its incorporation as
specified in the recital of parties to this Agreement, (b) is duly
qualified or licensed as a foreign corporation, and is in good standing, in each
jurisdiction in which it owns or leases property or in which the conduct of its
business requires it to so qualify or be licensed (except for jurisdictions in
which the failure to so qualify or be licensed could not reasonably be expected
to have a Material Adverse Effect and (c) has all requisite corporate power
and authority to own or lease and operate its properties and to carry on its
business as now conducted and as proposed to be conducted.

    


    Section
5.2                                Authorization

    . The
execution, delivery and performance by each of the Borrower and FOC of this
Agreement and each other Credit Document to which such Credit Party is or is to
be a party, and the consummation of the transactions contemplated hereby and
thereby, are within such Credit Party’s legal powers, have been duly authorized
by all necessary legal action and do not (a) contravene such Credit Party’s
charter, bylaws, partnership agreement, operating agreement or other constituent
documents, (b) violate any Governmental Rule, (c) conflict with or result
in the breach of, or constitute a default under, any Material Contract, loan
agreement, indenture, mortgage, deed of trust or lease, or any other contract or
instrument, binding on or affecting such Credit Party, any of its Subsidiaries
or any of their respective properties, the conflict, breach or default of which
could reasonably be expected to have a Material Adverse Effect, or
(d) result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of such Credit Party or any of its
Subsidiaries, except for Liens created under the Credit Documents. Neither such
Credit Party nor any of its Subsidiaries is in violation of any such
Governmental Rule or in breach of any such contract, loan agreement, indenture,
mortgage, deed of trust, lease or other contract or instrument, the violation or
breach of which could reasonably be expected to have a Material Adverse
Effect.

    


    Section
5.3                                Governmental Action,
Etc

    . No
Governmental Action, and no authorization, approval or other action by, or
notice to, any third party, is required for the due execution, delivery or
performance by the Borrower or FOC of this Agreement or any other Credit
Document to which such Credit Party is a party, or for the consummation of the
transactions contemplated hereby or thereby, except for (a) authorizations,
approvals and other actions by, and notices to, third parties, the failure to
obtain which could not reasonably be expected to have a Material Adverse Effect,
and (b) Governmental Action that has been duly obtained, taken, given or made
and is in full force and effect.

    


    Section
5.4                                Binding
Effect

    . This
Agreement and each other Credit Document to which the Borrower or FOC is a party
have been duly executed and delivered by such Credit Party. This Agreement and
each other Credit Document to which the Borrower or FOC is a party are the
legal, valid and binding obligations of such Credit Party, enforceable against
such Credit Party in accordance with their respective terms, except as the
enforceability hereof or thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors’ rights
generally or by equitable principles relating to enforceability.

    


    Section
5.5                                Financial
Statements

    . The
consolidated balance sheet of FOC and its Subsidiaries as of December 31, 2007,
and the related consolidated statements of operations, changes in shareholders’
equity and cash flows of FOC and its Subsidiaries for the fiscal year then
ended, certified by Deloitte & Touche LLP, independent public accountants,
fairly present the consolidated financial condition of FOC and its Subsidiaries
as of such date and the consolidated results of the operations of FOC and its
Subsidiaries for the fiscal year ended on such date, all in accordance with
GAAP. The unaudited consolidating balance sheets of FOC and its Subsidiaries as
of December 31, 2007, and the related unaudited consolidating statements of
operations, changes in shareholders’ equity and cash flows of FOC and its
Subsidiaries for the fiscal year then ended, certified by the chief financial
officer of FOC as having been prepared in accordance with GAAP, fairly present
the consolidating financial condition of FOC and its Subsidiaries as of such
date and the consolidating results of the operations of FOC and its Subsidiaries
for the fiscal year ended on such date. The unaudited consolidated balance sheet
of FOC and its Subsidiaries as of June 30, 2008, and the unaudited consolidated
statements of operations, changes in shareholders’ equity and cash flows of FOC
and its Subsidiaries for the six-month fiscal period then ended, delivered to
the Lenders by FOC and certified (subject to normal year-end audit adjustments)
by the chief financial officer of FOC as having been prepared in accordance with
GAAP, fairly present the consolidated financial condition of FOC and its
Subsidiaries as of such date and the consolidated results of the operations of
FOC and its Subsidiaries for the six-month fiscal period ended on such date, all
in accordance with GAAP. Since June 30, 2008 there has been no material and
adverse change in the business, condition (financial or otherwise), operations,
performance, properties or prospects of FOC or any Subsidiary. FOC and its
Subsidiaries have no material contingent liabilities or long-term commitments
except as disclosed in such consolidated balance sheet or the notes
thereto.

    


    Section
5.6                                Other
Information

    . No
information, exhibit or report furnished by FOC or any Subsidiary to the
Administrative Agent or any Lender in connection with the negotiation of the
Credit Documents or pursuant to the terms of any of the Credit Documents
contains any material misstatement of fact or omits to state a material fact or
any fact necessary to make the statements contained therein, in light of the
circumstances in which made, not misleading.

    


    Section
5.7                                Litigation

    . There
is no action, suit, investigation, litigation or proceeding affecting FOC or any
Subsidiary pending or, to the best knowledge of each of the Borrower and FOC,
threatened before any Governmental Person, referee or arbitrator that could
reasonably be expected to have a Material Adverse Effect.

    


    Section
5.8                                Trademarks,
Etc.

      FOC
and its Subsidiaries possess all trademarks, trade names, copyrights and
licenses necessary to conduct their respective businesses as now operated,
without any known conflict with the valid trademarks, trade names, copyrights
and licenses of others.

    


    Section
5.9                                Fire,
Etc.

      Neither
the business nor the properties of FOC or any Subsidiary are affected by any
fire, explosion, accident, strike, lockout or other labor dispute, or other
casualty (whether or not covered by insurance) that could reasonably be expected
to have a Material Adverse Effect.

    


    Section
5.10                                Burdensome
Agreements

    . Neither
FOC nor any Subsidiary is a party to any indenture, loan agreement, credit
agreement, lease or other agreement or instrument, or subject to any charter or
other such legal restriction, that could reasonably be expected, in light of the
circumstances prevailing on the date of this Agreement, to have a Material
Adverse Effect.

    


    Section
5.11                                Taxes,
Etc

    . Each of
FOC and its Subsidiaries (a) has filed, or there has been filed on its behalf,
all tax returns (federal, state, local and foreign) required to be filed thereby
before the date of the making of this representation and warranty and (b) has
paid all Taxes shown to be due and payable on such returns and all other Taxes
imposed on it or any of its property by any Governmental Person, other than
Taxes that are not yet delinquent or that are being contested in good faith and
by proper proceedings and as to which, in each case, it is maintaining such
reserves as required by GAAP.

    


    Section
5.12                                Investment
Company

    . Neither
FOC nor any Subsidiary is an “investment company” or an “affiliated person” of,
or “promoter” or “principal underwriter” for, an “investment company,” as such
terms are defined in the Investment Company Act of 1940. Neither the making of
any Advance, nor the issuance of any Letter of Credit, nor the application of
the proceeds or repayment thereof by the Borrower, nor the consummation of the
other transactions contemplated hereby and thereby will violate any provision of
such Act or any Governmental Rule of the Securities and Exchange Commission
thereunder.

    


    Section
5.13                                Solvency

    . Each
Credit Party is Solvent. FOC and its Subsidiaries, taken together, are
Solvent.

    


    Section
5.14                                Title to
Properties

    . FOC and
its Subsidiaries have good and marketable title to all properties, real or
personal, purported to be owned thereby.

    


    Section
5.15                                Ownership

    . FOC has
no Subsidiaries except as described in Schedule 5. Each Subsidiary is owned by
the Person(s) and in the percentage(s) specified in Schedule 5. None of the
Capital Stock of any Subsidiary is subject to any Lien (other than, in the case
of the stock of the Borrower, in favor of the Collateral Agent).

    


    Section
5.16                                ERISA
Compliance

    .

    


    (a)                      Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Tax Code and other federal or state Governmental Rules. Each Plan
that is intended to qualify under Section 401(a) of the Tax Code (i) has
received a favorable determination letter from the Internal Revenue Service,
(ii) an application for such a letter is currently being processed by the
Internal Revenue Service with respect thereto, or (iii) the time for filing an
application for such a letter with the Internal Revenue Service has not expired
with respect thereto, and to the best knowledge of each of FOC and the Borrower
in each case, nothing has occurred that could reasonably be expected to prevent,
or cause the loss of, such qualification. FOC and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Tax Code,
and no application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Tax Code has been made with respect to any
Plan.

    


    (b)                      There
is no pending or, to the best knowledge of each of FOC and the Borrower,
threatened claim, action or lawsuit, or action by any Governmental Person, with
respect to any Plan that could reasonably be expected to have a Material Adverse
Effect. There has been no prohibited transaction or violation of the
fiduciary-responsibility rules with respect to any Plan that has resulted, or
could reasonably be expected to result, in a Material Adverse
Effect.

    


    (c)                      No
ERISA Event has occurred or, to the best knowledge of each of FOC and the
Borrower, is reasonably expected to occur. No Pension Plan has any Unfunded
Pension Liability. Neither FOC nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section
4007 of ERISA). Neither FOC nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability (and no event has occurred that, with the giving
of notice under Section 4219 of ERISA, would result in liability) under Section
4201 or 4243 of ERISA with respect to a Multiemployer Plan. Neither FOC nor any
ERISA Affiliate has engaged in a transaction that could be subject to Section
4069 or 4212(c) of ERISA.

    


    Section
5.17                                Environmental
Compliance.

    


    (a)                      The
operations and properties of FOC and its Subsidiaries comply in all material
respects with all applicable Environmental Laws and Environmental Permits, all
past noncompliance with such Environmental Laws and Environmental Permits has
been resolved without material ongoing obligations or costs, and no
circumstances exist that could reasonably be expected to (i) form the basis
of an Environmental Proceeding against FOC or any Subsidiary, or any property
thereof, that could reasonably be expected to have a Material Adverse Effect or
(ii) cause any such property to be subject to any restriction on ownership,
occupancy, use or transferability under any Environmental Law.

    


    (b)                      None
of the properties currently or formerly owned or operated by FOC or any
Subsidiary is listed or proposed for listing on the National Priorities List
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, on the Comprehensive Environmental Response, Compensation and Liability
Information System (“CERCLIS”)
maintained by the U.S. Environmental Protection Agency or on any analogous
foreign, state or local list or is adjacent to any such property, except that
the Cheyenne Refinery and the El Dorado Refinery are listed on CERCLIS. There
are not now, and to the best knowledge of each of the Borrower and FOC never
have been, any underground or aboveground storage tanks, or any surface
impoundments, septic tanks, pits, sumps or lagoons, in which any Hazardous
Material is being or has been treated, stored or disposed of on any property
owned or operated by FOC or any Subsidiary, in each case in any manner not in
material compliance with all applicable Environmental Laws. There is no asbestos
or asbestos-containing material on any property owned or operated by FOC or any
Subsidiary, except in material compliance with all applicable Environmental
Laws. No Hazardous Material has been released, discharged or disposed of on any
property owned or operated by FOC or any Subsidiary, except in material
compliance with all applicable Environmental Laws.

    


    (c)                      Neither
FOC nor any Subsidiary is engaged in or has completed, either individually or
together with any other potentially responsible party, any investigation,
assessment or remedial or response action relating to any actual or threatened
release, discharge or disposal of any Hazardous Material at any site, location
or operation, either voluntarily or pursuant to the order of any Governmental
Person or the requirements of any Environmental Law, in any case that could
reasonably be expected to have a Material Adverse Effect; and all Hazardous
Materials generated, used, treated, handled or stored at, or transported to or
from, any property owned or operated by FOC or any Subsidiary have been disposed
of in a manner that could not reasonably be expected to result in material
liability to FOC or any Subsidiary.

    


    Section
5.18                                Regulation
U

    .  The
Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board of Governors of the Federal Reserve System), and no Letter of
Credit or proceeds of any Advance will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock.

    


    Section
5.19                                Material
Contracts

    .  Each
of the Cogen Lease, the Frontier Processing Agreements and the Offtake Agreement
is in full force and effect and has not been modified from the form thereof
delivered to the Lenders pursuant to Section 4.1(e), except in accordance with
the provisions of Section 7.15.

    


    ARTICLE
6.

    AFFIRMATIVE
COVENANTS

    


    So long
as (1) any Commitment is in effect, (2) any Letter of Credit is outstanding or
(3) any Obligation remains unpaid, unless compliance has been waived in writing
by the Majority Lenders, the Borrower and/or FOC, as specified below, will
observe the covenants set forth below.

    


    Section
6.1                                Borrower Information
Requirements

    . The
Borrower will deliver the following to the Administrative Agent (which will
distribute the following to the Lenders):

    


    (a)                      by
2:00 p.m., Los Angeles time, on the sixth day after (but excluding any weekday
that is a federal holiday observed in the State of Colorado) each biweekly date
of calculation referred to below, an Accounts aging schedule in form
satisfactory to the Administrative Agent and a Borrowing Base Certificate, both
as of Wednesday of every other week, commencing with August 27, 2008), or, if an
Inventory Audit is conducted during such week, as of the date of such Inventory
Audit, together with, in the case of each Borrowing Base Certificate that is the
first Borrowing Base Certificate with an effective date in a calendar month
following a calendar month in which an Inventory Audit was not performed, a
certification by the Borrower’s Controller, Treasurer, Chief Financial Officer
or President to the effect that the volume of Inventory contained in each tank
located at either of the Refineries, as determined by the reading of tank sight
gauges as of the last day of the preceding calendar month and after any
necessary recalibration of such sight gauges, equals the volume of Inventory
(plus or minus 2%) contained in such tank that was simultaneously determined by
the Borrower’s physical measurement of such Inventory, using standard industry
practices and standard tank-gauging wire-line devices; and

    


    (b)                      forthwith
upon any return, recovery, dispute or claim concerning Accounts or sales of
Inventory and exceeding $1,000,000 in any instance, a certificate of the chief
financial officer or chief accounting officer of the Borrower setting forth the
details thereof.

    


    Section
6.2                                Audits

    . At any
reasonable time and from time to time, upon reasonable prior notice to the
Borrower, the Borrower will permit the Administrative Agent and the Syndication
Agent and their respective consultants, agents and representatives to examine
and make copies of and abstracts from the records and books of account of, and
visit the properties and have access to the assets of, the Borrower and to
discuss the affairs, finances and accounts of the Borrower with any of its
officers, directors and employees and with its independent certified public
accountants, including for the purpose of conducting Inventory Audits and
Commercial Finance Audits, which in each case shall be conducted at least
annually.

    


    Section
6.3                                Returns and
Allowances

    . The
Borrower will treat returns and allowances, if any, between the Borrower and its
customers on the same basis and in accordance with the usual and customary
practices of the Borrower as they existed before the date hereof, but such
returns and allowances for any fiscal year shall in no event exceed 2% of total
sales for the previous fiscal year.

    


    Section
6.4                                FOC Information
Requirements

    . FOC
will deliver the following to the Administrative Agent (which will distribute
the following to the Lenders):

    


    (a)           as
soon as available and in any event within 45 days after the end of each of the
first three quarters of each fiscal year of FOC, (i) an unaudited consolidated
balance sheet of FOC and its Subsidiaries as of the end of such quarter and
unaudited consolidated statements of operations, changes in shareholders’ equity
and cash flows of FOC and its Subsidiaries for the period commencing at the end
of the previous fiscal year and ending with the end of such quarter, setting
forth in each case in comparative form the corresponding figures for the
corresponding period of the preceding fiscal year, all in reasonable detail and
duly certified (subject to normal year-end audit adjustments) by the chief
financial officer or chief accounting officer of FOC as having been prepared in
accordance with GAAP, and (ii) a report concerning the financial condition and
operations of FOC and its Subsidiaries for such quarter on a consolidated basis
(substantially in the form of the Operational and Financial Presentation dated
as of September 30, 1999 and delivered to the Administrative Agent), duly
certified by the chief financial officer or chief accounting officer of FOC as
being true and correct, together with (A) a certificate of said officer stating
that no Default has occurred and is continuing or, if a Default has occurred and
is continuing, a statement as to the nature thereof and the action that FOC
proposes to take with respect thereto and (B) a schedule in reasonable detail
and otherwise in form satisfactory to the Administrative Agent of the
computations used by FOC in determining, as of the end of such fiscal quarter,
compliance with the covenants contained in Sections 7.10 through 7.13 and the
amount of Consolidated Long-Term Debt;

    


    (b)           as
soon as available and in any event within 90 days after the end of each fiscal
year of FOC, (i) a copy of the annual audit report for such year for FOC and its
Subsidiaries, including therein a consolidated balance sheet of FOC and its
Subsidiaries as of the end of such fiscal year and consolidated statements of
operations, changes in shareholders’ equity and cash flows of FOC and its
Subsidiaries for such fiscal year, in each case certified in a manner acceptable
to the Majority Lenders by Deloitte & Touche LLP or other independent public
accountants of recognized standing acceptable to the Majority Lenders, and (ii)
a report concerning the financial condition and operations of FOC and its
Subsidiaries for such fiscal year on a consolidated basis (substantially in the
form of the Operational and Financial Presentation dated as of September 30,
1999 and delivered to the Administrative Agent), duly certified by the chief
financial officer or chief accounting officer of FOC as being true and correct,
together with (A) a certificate of such accounting firm stating that in the
course of the regular audit of the business of FOC and its Subsidiaries, which
audit was conducted by such accounting firm in accordance with generally
accepted auditing standards, such accounting firm has obtained no knowledge that
a Default has occurred and is continuing or, if in the opinion of such
accounting firm a Default has occurred and is continuing, a statement as to the
nature thereof, (B) a schedule in reasonable detail and otherwise in form
satisfactory to the Administrative Agent of the computations used by such
accounting firm in determining, as of the end of such fiscal year, compliance
with the covenants contained in Sections 7.10 through 7.13 and the amount of
Consolidated Long-Term Debt and (C) any management letter delivered to FOC by
such accounting firm in connection with its audit of FOC and its Subsidiaries
for such fiscal year;

    


    (c)           as
soon as available and in any event within 120 days after the end of each fiscal
year of FOC, unaudited consolidating balance sheets of FOC and its Subsidiaries
(other than EMC, Wainoco Resources, Inc., a Delaware corporation, and Wainoco
Oil & Gas Company, a Delaware corporation) as of the end of such fiscal year
and unaudited consolidating statements of operations, changes in shareholders’
equity and cash flows of FOC and such Subsidiaries for such fiscal year, all in
form and scope reasonably satisfactory to the Administrative Agent and duly
certified by the chief financial officer or chief accounting officer of FOC as
having been prepared in accordance with GAAP;

    


    (d)           as
soon as available and in any event not later than 90 days after the beginning of
each fiscal year of FOC, a summary budget for such year for FOC and its
Subsidiaries (including, at a minimum, operating projections and a
capital-expenditure budget), prepared by management of FOC and in form, scope
and detail reasonably satisfactory to the Administrative Agent;

    


    (e)           within
90 days after any request therefor by the Majority Lenders (but not more often
than annually), an environmental report with respect to either or both of the
Refineries and/or a refinery review and engineering report with respect to
either or both of the Refineries, each such report to be (i) prepared by RMT,
Inc., Stancil & Co. or another independent company or companies acceptable
to the Administrative Agent, (ii) addressed to the Administrative Agent and
(iii) in form and scope reasonably satisfactory to the Administrative
Agent;

    


    (f)           as
soon as possible and in any event within 10 Business Days after FOC or any ERISA
Affiliate knows or has reason to know that any ERISA Event has occurred, a
statement of the chief financial officer or chief accounting officer of FOC
describing such ERISA Event and the action, if any, that FOC proposes to take
with respect thereto;

    


    (g)           promptly
after the commencement thereof, notice of all actions, suits and proceedings
before any Governmental Person, referee or arbitrator, affecting FOC or any
Subsidiary, of the type described in Section 5.7;

    


    (h)           promptly
after the occurrence thereof, notice of any event or condition that constitutes
or causes a Default, together with a certificate of the chief financial officer
or chief accounting officer of FOC setting forth the details thereof and the
action that FOC is taking or proposes to take with respect thereto;

    


    (i)           promptly
after the assertion or occurrence thereof or FOC’s or any Subsidiary’s becoming
aware of the reasonable likelihood thereof, notice of any Environmental
Proceeding against FOC or any Subsidiary or of any noncompliance by FOC or any
Subsidiary with any Environmental Law or Environmental Permit, in any case that
could reasonably be expected to (i) have a Material Adverse Effect or (ii) cause
any property that is material to FOC and its Subsidiaries, taken as a whole, to
be subject to any restriction on ownership, occupancy, use or transferability
under any Environmental Law; and

    


    (j)           promptly
upon request, such other information respecting the business, condition
(financial or otherwise), operations, performance, properties or prospects of
FOC or any Subsidiary as any Lender may from time to time reasonably
request.

    


    Section
6.5                                Compliance with Governmental
Rules

    . FOC
will comply, and cause each Subsidiary to comply, with the requirements of all
applicable Governmental Rules except to the extent that the failure to comply
therewith, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

    


    Section
6.6                                Payment of Taxes,
Etc.

      FOC
will pay and discharge, and cause each Subsidiary to pay and discharge, before
the same become delinquent, (a) all material Taxes imposed upon it or upon any
of its property and (b) all lawful claims that, if unpaid, might by law become a
Lien upon any material property thereof; provided, however, that neither
FOC nor any Subsidiary shall be required to pay or discharge any such Tax that
is being contested in good faith and by proper proceedings and as to which such
reserves as required by GAAP are being maintained.

    


    Section
6.7                                Maintenance of
Insurance

    . FOC
will maintain, and cause each Subsidiary to maintain, insurance with responsible
and reputable insurance companies or associations that have an A.M. Best Co.
rating of at least A- or a Solvency International Rating or equivalent rating at
least as high as in effect on the Closing Date for such insurance company or
association, in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar properties in the
same general areas in which FOC or such Subsidiary operates.

    


    Section
6.8                                Preservation of Legal
Existence, Etc.

      FOC
will preserve and maintain, and cause each Subsidiary to preserve and maintain
(except as permitted by the provisions of Section 7.6), its legal existence (in
the jurisdiction of its organization) and rights (charter and statutory) and all
franchises, approvals, permits and licenses that are material to its
business.

    


    Section
6.9                                Visitation
Rights

    . FOC
will, at any reasonable time and from time to time upon reasonable prior notice,
permit the Administrative Agent or any of the Lenders, or any agents or
representatives thereof, to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, FOC and any
Subsidiary and to discuss the affairs, finances and accounts of FOC and any
Subsidiary with any of their respective officers, directors and employees and
with their independent public accountants.

    


    Section
6.10                                Keeping of
Books

    . FOC
will keep, and cause each Subsidiary to keep, proper books of record and account
in which full and correct entries shall be made of all financial transactions
and of the assets and business of FOC and each Subsidiary to the extent
necessary to permit the preparation of the financial statements required to be
delivered hereunder and under the other Credit Documents.

    


    Section
6.11                                Maintenance of Properties,
Etc.

      FOC
will maintain and preserve, and cause each Subsidiary to maintain and preserve,
all of its properties that are material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.

    


    Section
6.12                                Transactions with
Affiliates

    . FOC
will conduct, and cause each Subsidiary to conduct, all transactions otherwise
permitted under the Credit Documents with any Affiliate thereof on terms that
are fair and reasonable and not materially less favorable than it would obtain
in a comparable arm’s-length transaction with a Person not an Affiliate thereof,
except that (a) transactions between or among any of the Credit Parties other
than the Borrower and (b) transactions permitted by Section 7.8(e) shall not be
restricted by this section.

    


    Section
6.13                                Performance of Material
Contracts

    . FOC
will, and will cause each Subsidiary to, (a) perform and observe all of the
terms and provisions of each Material Contract to which FOC or such Subsidiary,
as applicable, is a party, to the extent such terms and provisions are to be
performed or observed thereby, maintain each such Material Contract in full
force and effect and enforce each such Material Contract in accordance with its
terms, except in each case to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect, and (b) upon
reasonable request by the Administrative Agent, make to each other party to each
such Material Contract such demands and requests for information, reports or
action as FOC or such Subsidiary, as applicable, is entitled to make under such
Material Contract.

    


    Section
6.14                                Compliance with
Environmental Laws.

    


    (a)                      FOC
will (i) comply, and cause each Subsidiary and each lessee or other Person
operating or occupying any property of FOC or any Subsidiary to comply, in all
material respects with all applicable Environmental Laws and Environmental
Permits, (ii) obtain and renew, and cause each Subsidiary to obtain and renew,
all Environmental Permits necessary for its operations and properties, (iii)
conduct, and cause each Subsidiary to conduct, any investigation, study,
sampling and testing in material compliance with the requirements of all
applicable Environmental Laws and (iv) undertake, and cause each Subsidiary to
undertake, any cleanup, removal, remedial and other actions necessary to remove
and clean up all Hazardous Materials from any of its properties, in material
compliance with the requirements of all applicable Environmental Laws; provided, however, that neither
FOC nor any Subsidiary shall be required to undertake any such cleanup, removal,
remedial or other action to the extent that its obligation to do so is being
contested or negotiated in good faith and by proper proceedings and that
appropriate reserves are being maintained with respect to such
circumstances.

    


    (b)                      FOC
will, and will cause each Subsidiary to, indemnify and hold harmless the
Administrative Agent, the Collateral Agent, each Titled Agent, each Lender, each
Affiliate of each of the foregoing and all officers, directors, employees,
agents and advisors of each of the foregoing (each an “Indemnified
Party”), from and against any and all claims, demands, actions, damages
(including all foreseeable and unforeseeable consequential damages), losses,
assessments, liabilities and expenses (including reasonable fees and expenses of
counsel) that may be incurred by or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of, or in connection
with the preparation for a defense of, any investigation, litigation or
proceeding arising out of, related to or in connection with (i) the actual or
alleged presence of any Hazardous Material in, on or under (A) any property
owned or operated by FOC or any Subsidiary, (B) any property to which any
Hazardous Material has migrated from any property owned or operated by FOC or
any Subsidiary or (C) any property at which FOC or any Subsidiary has disposed
of any Hazardous Material (whether or not legal at the time of such disposal) or
(ii) any Environmental Proceeding relating in any way to FOC or any Subsidiary,
in any case whether or not such investigation, litigation or proceeding is
brought by FOC, any Subsidiary, any of their respective directors, shareholders
or creditors or an Indemnified Party, whether or not any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated.

    


    Section
6.15                                Additional
Guarantors

    . FOC
will cause each Person that becomes a Subsidiary after the date hereof to
deliver to the Administrative Agent, in form and substance reasonably
satisfactory thereto and in the number of originals requested thereby, (a)
within 10 days after such Person becomes a Subsidiary, a Guaranty Supplement,
duly executed by such Person, and (b) within 30 days after such Person becomes a
Subsidiary, certificates and other documents for such Person equivalent to those
specified for Guarantors in Section 4.1(e).

    


    ARTICLE
7.

    NEGATIVE
COVENANTS

    


    So long
as (1) any Commitment is in effect, (2) any Letter of Credit is outstanding or
(3) any Obligation remains unpaid, unless compliance has been waived in writing
by the Majority Lenders, the Borrower and/or FOC, as specified below, will
observe the covenants set forth below.

    


    Section
7.1                                Cleanup
Period

    . The
Borrower will not permit any calendar year to pass without there being a period
of at least 5 consecutive Business Days in such calendar year during which the
Borrower has no Advances outstanding.

    


    Section
7.2                                Use of Advances and Letters
of Credit

    . The
Borrower will not use the proceeds of any Advance other than for its short-term
working capital purposes. The Borrower will not request the issuance of any
Letter of Credit other than to support (a) its purchases of crude oil or
petroleum products or (b) other obligations of the Borrower incurred in the
ordinary course of business and as to which the Issuing Bank for such Letter of
Credit and the Majority Lenders have agreed, in their sole and absolute
discretion, to support the same by issuance of and participation in such Letter
of Credit.

    


    Section
7.3                                Liens,
Etc.

      FOC
will not create, incur, assume or suffer to exist, or permit any Subsidiary to
create, incur, assume or suffer to exist, any Lien upon or with respect to any
of its property of any character (including Capital Stock, other securities and
accounts receivable), whether now owned or hereafter acquired, or authorize, or
permit any Subsidiary to authorize, any Person to file, under the Uniform
Commercial Code of any jurisdiction, a financing statement that names FOC or any
Subsidiary as debtor (except in connection with true leases), or assign, or
permit any Subsidiary to assign, any accounts receivable; provided, however, that the
foregoing restrictions shall not apply to the following:

    


    (a)                      Liens
created by any of the Credit Documents;

    


    (b)                      Liens
securing any Debt permitted under Section 7.4(c) or (d), provided that any such
Lien is limited to the fixed asset or assets acquired or financed and any
subsequent improvements thereto;

    


    (c)                      Liens
on cash collateral permitted under Section 7.4(e);

    


    (d)                      Permitted
Liens; and

    


    (e)                      the
right of first refusal reserved by Shell Oil Products US, as seller, under
Section 11.05 of the Asset Purchase and Sale Agreement dated as of October 19,
1999 among Shell Oil Products US, FERC and FOC.

    


    Section
7.4                                Debt

    .  FOC
will not create, incur, assume or suffer to exist, or permit any Subsidiary to
create, incur, assume or suffer to exist, any Debt other than the
following:

    


    (a)                      Debt
of the Credit Parties under the Credit Documents;

    


    (b)                      Debt
of FOC in respect of $150,000,000 in principal amount of its 6-5/8% Senior Notes
due 2011;

    


    (c)                      Debt
(commonly known as purchase-money debt) of FOC and its Subsidiaries incurred
after June 30, 2008 to purchase, or to finance the purchase of, fixed assets
and/or Debt incurred by FOC and its Subsidiaries after June 30, 2008 with
respect to which the creditor has no recourse to the debtor, but only to the
property securing such Debt; provided, however, that the
aggregate cumulative principal amount of all such Debt referred to above shall
not exceed $30,000,000;

    


    (d)                      Capitalized
Leases permitted under Section 7.5;

    


    (e)                      Debt
of FOC and the Borrower under Hedge Agreements with brokerage firms listed on
Schedule 6, and Debt of Subsidiaries to FOC in respect of such Debt of FOC
(incurred on behalf of such Subsidiaries in the purchase or sale of commodity
futures contracts or related options) to such brokerage firms, in each case
relating only to commodity hedging activity that is permitted pursuant to
Section 7.4(k); provided, however, that (i)
such Debt to Persons that are not Hedge Banks shall not exceed $25,000,000 in
the aggregate at any time outstanding, without duplication, and (ii) cash
collateral securing such Debt, whether to Persons that are or are not Hedge
Banks, may not exceed $50,000,000 in the aggregate at any time;

    


    (f)           Debt
permitted by Section 7.8(c), (d) or (e);

    


    (g)           the
guaranty by the Subsidiaries of the obligations of FOC in respect of the Debt
described in Section 7.4(b);

    


    (h)                      Debt
of FOC or the Borrower under any Hedge Agreement entered into with the purpose
and effect of hedging interest rates on a principal amount of Debt of such
Credit Party that is accruing interest at a fixed or variable rate, provided
that (i) the aggregate notional amount of such Hedge Agreement does not exceed
75% of the anticipated outstanding principal balance of the Debt to be hedged by
such Hedge Agreement or 75% of an average of such principal balances calculated
using a generally accepted method of matching interest-rate swap contracts to
declining principal balances, (ii) the floating-rate index of each such Hedge
Agreement hedging variable-rate Debt generally matches the index used to
determine the floating rates of interest on the corresponding Debt to be hedged
by such Hedge Agreement, (iii) the fixed-rate index of each such Hedge Agreement
hedging fixed-rate Debt generally matches the fixed rate(s) of interest on the
corresponding Debt to be hedged by such Hedge Agreement and (iv) each such Hedge
Agreement is with a counterparty, or has a guarantor of the obligation of the
counterparty, that is a Lender or another well capitalized and nationally
recognized hedging counterparty;

    


    (i)                      Debt
of the Borrower, as purchaser, and FOC, as guarantor, in respect of the Utexam
Transactions (or any substantially identical transaction with another Affiliate
of BNP Paribas), provided that such Debt does not exceed, at any time
outstanding, the sum of $300,000,000 plus the amount of any related
transportation costs and expenses;

    


    (j)                      Debt
of FOC, and guaranties of such Debt by the Subsidiaries, provided that (i) such
Debt and guaranties are unsecured, (ii) the earliest maturity date of any
portion of such Debt is at least 2 years after the Commitment Termination Date,
(iii) the covenants in any agreement or instrument evidencing or otherwise
relating to such Debt or guaranties are no more restrictive or burdensome than
those in the indenture evidencing the Debt described in Section 7.4(b), (iv) the
interest payable on such Debt is at a commercially reasonable rate and (v) at
the time of issuance of such Debt, FOC’s senior unsecured debt ratings from
Moody’s and S&P (A) are at least B1 and B+, respectively, and (B) have not
declined during the 6-month period ending on the date of issuance of such Debt;
provided, however, that, if at
the time of issuance of such Debt FOC’s senior unsecured debt is rated by only
one of Moody’s and S&P, then the conditions set forth in clause (v) above
shall apply only to the rating by that rating agency;

    


    (k)                      Debt
of FOC or any Subsidiary under any Hedge Agreement entered into for the purpose
and with the effect of hedging price risk on (i) oil or gas purchased or to be
purchased by FOC or any Subsidiary for processing or consumption by any
Subsidiary or (ii) petroleum products produced or to be produced by any
Subsidiary, provided that each such Hedge Agreement at all times (A) hedges or
mitigates risk to which FOC or a Subsidiary has actual or projected exposure,
(B) is permitted under the risk-management policy approved by FOC’s Board of
Directors at the time such Hedge Agreement is entered into and (C) does not
subject FOC or any Subsidiary to any speculative risk; and

    


    (l)                      other
Debt of FOC and its Subsidiaries, in addition to any permitted above in this
section, not exceeding $20,000,000 in the aggregate at any time
outstanding.

    


    Section
7.5                                Lease
Obligations

    .  FOC
will not create, incur, assume or suffer to exist, or permit any Subsidiary to
create, incur, assume or suffer to exist, any obligations as lessee (a) for the
rental or hire of real or personal property in connection with any
sale-and-leaseback transaction or (b) for the rental or hire of other real or
personal property of any kind under leases or agreements to lease (including
Capitalized Leases but excluding the Cogen Lease) having an original term of one
year or more that would cause the direct or contingent liabilities of FOC and
its Subsidiaries, on a consolidated basis, in respect of all of such obligations
to exceed $27,500,000 payable in any calendar year; provided, however, that the
foregoing restrictions shall not apply to any lease between Credit Parties other
than any such lease to which the Borrower is a party.

    


    Section
7.6                                Mergers,
Etc.

    (a)             FOC
will not, and will not permit any Subsidiary to, merge or consolidate with or
into any Person, or sell, assign, convey, transfer, lease or otherwise dispose
of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to any
Person, or acquire all or substantially all of the assets of any Person, except
that any Credit Party other than the Borrower may merge or consolidate with, or
sell, assign, convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to, or acquire all or
substantially all of the assets of, any other Credit Party other than the
Borrower.

    


    Section
7.7                                Sales, Etc. of
Assets

    .  FOC
will not sell, assign, convey, transfer, lease or otherwise dispose of, or
permit any Subsidiary to sell, assign, convey, transfer, lease or otherwise
dispose of, any substantial part of its assets, including either Refinery and
substantially all assets constituting the business of a division, branch or
other unit of operation, except for the following:

    


    (a)                      any
sale, assignment, conveyance, transfer, lease or other disposition of assets,
including inventory, in the ordinary course of business;

    


    (b)                      sales
of Capital Stock of any Subsidiary that are permitted by Section 7.8(c) or
(d);

    


    (c)                      sales,
assignments, conveyances, transfers, leases and other dispositions of assets by
any Credit Party other than the Borrower to any other Credit Party other than
the Borrower;

    


    (d)                      sale,
pursuant to a sale-and-leaseback transaction, of the office building under
construction as of the date hereof at the Cheyenne Refinery; and

    


    (e)                      in
addition to the foregoing, sales of other assets for consideration not exceeding
$35,000,000 in the aggregate in any calendar year.

    


    Section
7.8                                Investments in Other
Persons

    .  FOC
will not, and will not permit any Subsidiary to, make any loan or advance to any
Person, purchase or otherwise acquire any Capital Stock of any Person, make any
capital contribution to any Person or otherwise invest in any Person; provided, however, that nothing
in this section shall prevent any of the following:

    


    (a)                      FOC
or any Subsidiary from acquiring or holding Cash Equivalents;

    


    (b)                      FOC
or any Subsidiary from generating and holding accounts receivable in the
ordinary course of business;

    


    (c)                      any
Credit Party other than the Borrower from making any loan, advance or capital
contribution to, or other investment in, any other Credit Party;

    


    (d)                      so
long as no Default has occurred and is continuing or would be caused thereby,
the Borrower from making any loan, advance or capital contribution to, or other
investment in, any other Credit Party;

    


    (e)                      the
Borrower from making any loan or advance to or on behalf of FOC for selling,
general and administrative expenses properly incurred by FOC, including for (i)
salaries and benefits, (ii) office space, (iii) travel and entertainment, (iv)
payments to directors and (v) audit and other professional services; provided, however, that the
aggregate amount of such loans and advances outstanding at any time may not
exceed $10,000,000 and that FOC must repay each such loan or advance in cash by
the end of the second calendar month after the calendar month in which such loan
or advance was made;

    


    (f)                      any
Subsidiary from making any payment to FOC from time to time equal to such
Subsidiary’s liability to FOC pursuant to such Subsidiary’s tax-sharing
arrangement with FOC; provided, however, that no such
payment shall exceed any Subsidiary’s current tax liability that would otherwise
be payable to the United States Internal Revenue Service or another appropriate
Governmental Person if such Subsidiary were required to pay taxes on an
unconsolidated, stand-alone basis; or

    


    (g)           in
addition to the foregoing, FOC or any Subsidiary from making other investments
after June 30, 2008 in activities or businesses relating to the current
activities and businesses of FOC and its Subsidiaries, up to a cumulative
aggregate amount of $10,000,000 on a consolidated basis.

    


    Section
7.9                                Dividends,
Etc.

      FOC
will not, and will not permit any Subsidiary to, declare, pay or make any
dividend or other distribution, purchase, redeem, retire, defease or otherwise
acquire for value any of its Capital Stock, return any capital to its
equityholders as such, or make any distribution of assets, Capital Stock,
warrants, rights, options, obligations or securities to its equityholders as
such, or permit any Subsidiary to purchase, redeem, retire, defease or otherwise
acquire for value any Capital Stock in FOC, except that:

    


    (a)                      any
Subsidiary other than the Borrower may declare and pay cash dividends to, and
make cash distributions to, any Credit Party;

    


    (b)                      so
long as no Default has occurred and is continuing or would be caused thereby,
the Borrower may declare and pay cash dividends to, and make cash distributions
to, any Credit Party that is a shareholder thereof;

    


    (c)                      so
long as no Default has occurred and is continuing or would be caused thereby,
FOC may declare and pay dividends payable only in its common stock;
and

    


    (d)                      so
long as no Default has occurred and is continuing or would be caused thereby,
FOC may declare and pay cash dividends to its shareholders, and may purchase,
redeem, retire, defease or otherwise acquire shares of its outstanding Capital
Stock for cash.

    


    Section
7.10                                Leverage
Ratio

    .  FOC
will not permit the ratio of (a) the difference between Consolidated Funded Debt
as of the last day of any fiscal quarter of FOC and the aggregate amount of Cash
Equivalents held by FOC as of the last day of such fiscal quarter to (b)
Consolidated EBITDA for the Calculation Period ended on the last day of such
fiscal quarter to be greater than 3.50 to 1.00, as measured by the financial
information to be delivered pursuant to Section 6.4(a) or (b).

    


    Section
7.11                                Ratio of Debt to
Capitalization

    .  FOC
will not permit the ratio of (a) Consolidated Funded Debt as of the last day of
any fiscal quarter of FOC to (b) the sum of Consolidated Funded Debt and
consolidated stockholders’ equity of FOC and its Subsidiaries as of the last day
of such fiscal quarter to be greater than 0.55 to 1.00, as measured by the
financial information to be delivered pursuant to Section 6.4(a) or
(b).

    


    Section
7.12                                Current
Ratio

    .  FOC
will not permit the ratio of (a) Consolidated Current Assets as of the end of
any fiscal quarter of FOC to (b) Consolidated Current Liabilities as of the end
of such fiscal quarter to be less than 1.00 to 1.00, as measured by the
financial information to be delivered pursuant to Section 6.4(a) or (b); provided, however, that, for
purposes of this section, Consolidated Current Assets and Consolidated Current
Liabilities shall be determined without regard to unrealized gains and losses
resulting from compliance with the Financial Accounting Standards Board’s
Statement 133 concerning mark-to-market requirements for hedging
transactions.

    


    Section
7.13                                Holding of Cash
Equivalents

    .  FOC
will not permit the aggregate amount of Cash Equivalents held by it and its
Subsidiaries at any and all times during any fiscal quarter of FOC to be less
than the sum of (a) the smallest aggregate amount of Cash Equivalents needed to
be held by FOC as of the end of the immediately preceding fiscal quarter of FOC
in order for FOC to comply with the covenant contained in Section 7.10 and (b)
the smallest additional aggregate amount of Cash Equivalents needed to be held
by FOC and its Subsidiaries (but not in excess of the additional aggregate
amount of Cash Equivalents actually held by FOC and its Subsidiaries) as of the
end of such fiscal quarter in order for the Borrower to qualify for the most
favorable (to it) Pricing Level.

    


    Section
7.14                                Change in Nature of
Business

    .  FOC
will not make, or permit any Subsidiary to make, any material change in the
nature of its business as carried on as of the date hereof. The closure or
shutdown of either Refinery shall in all cases be deemed to be such a material
change (other than a temporary closure or shutdown, not to exceed 6 weeks, for
major maintenance or capital improvements or because of force majeure).

    


    Section
7.15                                Amendment, Etc. of Material
Contracts

    .  FOC
will not, and will not permit any Subsidiary to, cancel or terminate any
Material Contract to which it is a party or consent to or accept any
cancellation or termination thereof. FOC will not, and will not permit any
Subsidiary to, (a) amend or otherwise modify any Material Contract to which it
is a party or give any consent, waiver or approval thereunder, (b) waive any
default under, or breach of, any such Material Contract, (c) agree in any manner
to any other amendment, modification or change of any term or condition of any
such Material Contract or (d) take any other action in connection with any such
Material Contract, except in each case described in clause (a), (b), (c) or (d)
above to the extent that doing so could not reasonably be expected to have a
Material Adverse Effect.

    


    Section
7.16                                Change of Fiscal
Periods

    .  FOC
will not, and will not permit any Subsidiary to, have a fiscal year other than
one coinciding with the calendar year or have any fiscal quarter other than once
coinciding with a calendar quarter.

    


    ARTICLE
8.

    EVENTS OF
DEFAULT

    


    Section
8.1                                Events of
Default

    .  If
any one or more of the following events (each an “Event of
Default”) occurs and is continuing:

    


    (a)                      the
Borrower fails to pay any Obligation when due;

    


    (b)                      any
representation or warranty made by any Credit Party or any Subsidiary (or any of
their respective officers) in or in connection with any Credit Document proves
to have been incorrect in any material respect when made;

    


    (c)                      any
Credit Party fails to perform or observe any term, covenant or agreement in
Section 6.4(h), Section 6.8 (with respect to the Borrower or FOC only) or
Article 7 on its part to be performed or observed; the Borrower fails to perform
or observe any term, covenant or agreement in Section 6.1(a), and the same is
not remedied within 3 Business Days thereafter; or any Credit Party fails to
perform or observe any other term, covenant or agreement of any Credit Document
on its part to be performed or observed, and the same is not remedied within 15
days after written notice thereof has been given to the Borrower by the
Administrative Agent;

    


    (d)                      any
Credit Party or any Subsidiary fails to pay any principal of any Debt thereof
outstanding in a principal amount of at least $10,000,000 in the aggregate
(excluding the Obligations), or any interest or premium thereon, when due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure continues after the applicable grace period, if
any, specified in the agreement or instrument relating to such Debt; any other
event occurs or condition exists under any agreement or instrument relating to
any such Debt and continues after the applicable grace period, if any, specified
in such agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Debt; or any
such Debt is declared to be due and payable, or is required to be prepaid,
redeemed, purchased or defeased (other than by a regularly scheduled required
prepayment, redemption, purchase or defeasance), or an offer to prepay, redeem,
purchase or defease such Debt is required to be made, in each case before the
stated maturity thereof;

    


    (e)                      any
Credit Party or any Subsidiary generally does not pay its debts as such debts
become due, admits in writing its inability to pay its debts generally or makes
a general assignment for the benefit of creditors; any proceeding is instituted
by or against any Credit Party or any Subsidiary seeking to adjudicate it a
bankrupt or insolvent, seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors or seeking the entry of an order for relief or the appointment of a
receiver, trustee or other similar official for it or for any substantial part
of its property; or any Credit Party or any Subsidiary takes any legal action to
authorize any of the actions set forth above in this Section
8.1(e);

    


    (f)                      any
judgment or order for the payment of money in excess of $10,000,000 is rendered
against any Credit Party or any Subsidiary, and either (i) enforcement
proceedings are commenced by any creditor upon such judgment or order or (ii)
there is any period of 10 consecutive days (or, if the entire amount is covered
by insurance (subject to applicable deductibles), 30 consecutive days) during
which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, is not in effect, unless such judgment or order has been
vacated, satisfied, dismissed, or bonded pending appeal or, in the case of a
judgment or order the entire amount of which is covered by insurance (subject to
applicable deductibles), is the subject of a binding agreement with the
plaintiff and the insurer covering payment therefor;

    


    (g)                      there
occurs, in the reasonable judgment of the Majority Lenders, any material and
adverse change in the business, condition (financial or otherwise), operations,
performance, properties or prospects of the Credit Parties, taken as a
whole;

    


    (h)                      any
provision of any Credit Document for any reason ceases to be valid and binding
on or enforceable against, in any material respect, any Credit Party that is a
party thereto, or such Credit Party so states in writing;

    


    (i)                      for
any reason except to the extent permitted by the terms of the Security Agreement
or the Stock Pledge Agreement, there ceases to be a valid and perfected
first-priority security interest in favor of the Collateral Agent in any of the
Collateral purported to be covered by either of such agreements;

    


    (j)                      an
ERISA Event occurs with respect to a Pension Plan or a Multiemployer Plan that
results, or could reasonably be expected to result, in liability of FOC or any
ERISA Affiliate under Title IV of ERISA to such Pension Plan, such Multiemployer
Plan or the PBGC in an aggregate amount exceeding $10,000,000; or FOC or any
ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount
exceeding $10,000,000; or

    


    (k)                      any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the “Exchange
Act”)) becomes, or obtains rights (whether by means of warrants, options
or otherwise) to become, the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 35% of the
outstanding common stock of FOC; the Board of Directors of FOC ceases to consist
of a majority of Continuing Directors; FOC ceases to own and control, of record
and beneficially, directly or indirectly, 100% of each class of outstanding
Capital Stock of the Borrower and each Guarantor, free and clear of all Liens;
or a Specified Change of Control occurs; then, and in any such event, the
Administrative Agent (i) shall at the request, or may with the consent, of the
Majority Lenders, by notice to the Borrower, declare the obligation of each
Lender to make Advances, and the obligation of the Issuing Banks to issue
Letters of Credit, to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Majority Lenders, by notice to the Borrower, declare the Obligations, all
interest thereon and all other amounts payable under this Agreement and the
other Credit Documents to be forthwith due and payable, whereupon (A) the
Obligations, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower,
and (B) to the extent any Letters of Credit are then outstanding, the Borrower
will deposit with and pledge to the Collateral Agent cash collateral in the
aggregate Letter of Credit Amount of such Letters of Credit, on terms and
conditions, and subject to documentation, reasonably satisfactory to the
Collateral Agent and the Issuing Banks; provided, however, that, in the
event of an actual or deemed entry of an order for relief with respect to any
Credit Party or any Subsidiary under the United States Bankruptcy Code, (1) the
obligation of each Lender to make Advances and of the Issuing Banks to issue
Letters of Credit shall be terminated automatically, and (2) the Advances, all
such interest and all such amounts (including such cash collateral) shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.

    


    Section
8.2                                Application of
Funds

    .  After
the exercise of remedies provided for in Section 8.1 and the other Credit
Documents (or after the Advances have automatically become immediately due and
payable and the Borrower has automatically been required to provided cash
collateral as provided in Section 8.1), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following
order:

    


    (a)                      first,
to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel
to the Administrative Agent and amounts payable under Article 3) payable to the
Administrative Agent for its own account;

    


    (b)                      second,
to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (other than amounts explicitly payable pursuant to
clauses (c), (d) and (e) below) payable to the Lenders and the Issuing Banks
(including fees, charges and disbursements of counsel to the respective Lenders
and Issuing Banks and amounts payable under Article 3), ratably among the
Lenders and Issuing Banks in proportion to the respective amounts described in
this clause (b) payable to them;

    


    (c)                      third,
without duplication of amounts applied pursuant to clauses (a) and (b) above, to
payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Advances and other Obligations,
ratably among the Lenders and Issuing Banks in proportion to the respective
amounts described in this clause (c) payable to them;

    


    (d)                      fourth,
to payment of that portion of the Obligations constituting unpaid principal of
the Advances, unreimbursed draws under Letters of Credit and amounts owing under
Secured Hedge Agreements and Secured Cash Management Agreements, ratably among
the Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in
proportion to the respective amounts described in this clause (d) held by
them;

    


    (e)                      fifth,
to the Administrative Agent for the account of the Issuing Banks and the other
Lenders, to cash-collateralize the aggregate undrawn amount of all outstanding
Letters of Credit;

    


    (f)                      sixth,
to the payment of any other Obligations owing to the Administrative Agent, the
Issuing Banks and the other Lenders and any interest accrued thereon;
and

    


    (g)                      last,
the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrower or as otherwise required by applicable Governmental
Rules.

    


    Amounts
used to cash-collateralize the aggregate undrawn amount of outstanding Letters
of Credit pursuant to clause (e) above shall be applied to satisfy drawings
under such Letters of Credit as they occur. If any amount remains on deposit as
cash collateral after all Letters of Credit have either been fully drawn or
terminated, such remaining amount shall be applied to the other Obligations, if
any, in the order set forth above.

    


    ARTICLE
9.

    THE ADMINISTRATIVE
AGENT

    


    Section
9.1                                Authorization and
Action

    . Each
Lender hereby appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Administrative Agent by the terms hereof, together with
such powers as are reasonably incidental thereto.  As to any matters
not expressly provided for by the Credit Documents (including enforcement of and
collection under the Credit Documents), the Administrative Agent shall not be
required to exercise any discretion or take any action but shall be required to
act or refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the
Administrative Agent shall not be required to take any action that exposes the
Administrative Agent to personal liability or that is contrary to the Credit
Documents or applicable Governmental Rules. The Administrative Agent agrees to
give each Lender prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.

    


    Section
9.2                                Administrative Agent’s
Reliance, Etc.

      Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with the Credit Documents, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent (a) may treat any Lender that has signed
this Agreement, an Assignment and Assumption or a Joinder Agreement as the
holder of the applicable portion of the Obligations; (b) may consult with legal
counsel (including legal counsel for any Credit Party), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such legal counsel, accountants or experts; (c) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations made in or in connection with the
Credit Documents; (d) shall not have any duty to ascertain or to inquire as to
the performance or observance of any of the terms, covenants or conditions of
any Credit Document on the part of any Credit Party or to inspect the property
(including the books and records) of any Credit Party; (e) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Credit Document or any
other instrument or document furnished pursuant thereto; and (f) shall incur no
liability under or in respect of any Credit Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier
or otherwise) believed by it to be genuine and signed or sent by the proper
party or parties.

    


    Section
9.3                                UBOC and
Affiliates

    . With
respect to its Commitment, the Advances made by it, the Note issued to it and
the Letters of Credit participated in by it, UBOC shall have the same rights and
powers under this Agreement as any other Lender and may exercise the same as
though it were not the Administrative Agent; and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated, include UBOC in its individual
capacity (including in its capacity as an Issuing Bank). UBOC and its Affiliates
may accept deposits from, lend money to, act as trustee under indentures of, and
generally engage in any kind of business with, any Credit Party, any Subsidiary
and any Person that may do business with or own securities of any Credit Party
or any Subsidiary, all as if UBOC were not the Administrative Agent and without
any duty to account therefor to the Lenders.

    


    Section
9.4                                Lender Credit
Decision

    . Each
Lender acknowledges that it has, independently and without reliance on the
Administrative Agent or any other Lender and based on the financial statements
referred to in Sections 5.5 and 6.4 and such other documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance on the Administrative Agent or any other Lender and based
on such documents and information as it deems appropriate at the time, continue
to make its own credit decisions in taking or not taking action under this
Agreement.

    


    Section
9.5                                Indemnification

    . The
Lenders agree to indemnify the Administrative Agent (to the extent not promptly
reimbursed by the Borrower), ratably according to the respective principal
amounts of the Obligations then held by each of them (or, if no Obligations are
at the time outstanding or if any Obligations are then held by Persons that are
not Lenders, ratably according to the respective amounts of their Commitments),
from and against all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind or
nature whatsoever that may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of any of the Credit
Documents or any action taken or omitted by the Administrative Agent under any
of the Credit Documents; provided, however, that (a) no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent’s gross negligence or willful misconduct
and (b) SUCH INDEMNITY SHALL
APPLY WHETHER OR NOT ANY SUCH LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY,
ACTION, JUDGMENT, SUIT, COST, EXPENSE OR DISBURSEMENT IS IN ANY WAY OR TO ANY
EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION (OTHER THAN
ANY CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY KIND BY THE
ADMINISTRATIVE AGENT. Without limitation of the foregoing, each Lender
agrees to reimburse the Administrative Agent promptly upon demand for its
ratable share of any costs and expenses payable by the Borrower under Section
10.4, to the extent that the Administrative Agent is not promptly reimbursed for
such costs and expenses by the Borrower. The failure of any Lender to make any
payment required to be made by it to the Administrative Agent under this Section
9.5 shall not relieve any other Lender of its obligation to make such a payment
to the Administrative Agent hereunder, but no Lender shall be responsible for
the failure of any other Lender to make the payment required to be made by such
other Lender hereunder.

    


    Section
9.6                                Successor Administrative
Agent

    . The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders, FOC and the Borrower and may be removed at any time with or without
cause with the written approval of the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent has been so
appointed by the Majority Lenders, and has accepted such appointment, within 30
days after the retiring Administrative Agent’s giving of notice of resignation
or the Majority Lenders’ removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws
of the United States of America or of any state thereof and having a combined
capital and surplus of at least $500,000,000.  Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under the Credit Documents. After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative Agent,
the provisions of this Article 9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was administrative agent under this
Agreement.

    


    Section
9.7                                Collateral
Agent.

    


    (a)           Except
for action expressly required of the Collateral Agent hereunder or under any
other Credit Document, the Collateral Agent shall in all cases be fully
justified in refusing to act hereunder and thereunder unless it is further
indemnified to its satisfaction by the Lenders and the Hedge Banks,
proportionately in accordance with the Obligations then due and payable to each
of them, against all liability and expense that may be incurred by the
Collateral Agent by reason of taking or continuing to take any such
action.

    


    (b)                      Except
as expressly provided herein or in any other Credit Document, the Collateral
Agent shall have no duty to take any affirmative steps with respect to the
collection of amounts payable in respect of the Collateral. The Collateral Agent
shall incur no liability as a result of any private sale of the
Collateral.

    


    (c)                      The
Lenders and the Hedge Banks hereby consent, and agree upon written request by
the Collateral Agent to execute and deliver such instruments and other documents
as the Collateral Agent may deem desirable to confirm such consent, to the
release of the Liens on the Collateral, including any release in connection with
any sale, transfer or other disposition of the Collateral or any part thereof,
in accordance with the Credit Documents.

    


    (d)                      The
Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Collateral
is accorded treatment substantially equal to that the Collateral Agent accords
its own similar property, it being understood that neither the Collateral Agent
nor any Lender or Hedge Bank shall have responsibility for (i) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relative to any Collateral, whether or not the Collateral Agent
or any Lender or Hedge Bank is deemed to have knowledge of such matters, or (ii)
taking any necessary steps to preserve rights against any parties with respect
to any Collateral.

    


    (e)                      The
Collateral Agent shall have, with respect to the Hedge Banks, the duties and
responsibilities expressly set forth in this Agreement and the other Credit
Documents, and no others, and the Collateral Agent shall not by reason of this
Agreement or any other Credit Document be an agent or a trustee for, or have any
fiduciary obligation to, any Hedge Bank.

    


    Section
9.8                                No Other Duties,
Etc

    .
Notwithstanding anything in this Agreement to the contrary, no co-lead arranger,
syndication agent or co-documentation agent (each a “Titled
Agent”) listed on the cover page of this Agreement or in the recital of
parties to this Agreement shall have any powers, duties, liabilities or
responsibilities under this Agreement or any of the other Credit Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or
an Issuing Bank hereunder and except that BNP Paribas, in its capacity as
Syndication Agent, shall have the rights described in Section 6.2 and in clause
(viii) of the proviso contained in the definition of “Eligible Accounts” in
Section 1.1.

    


    ARTICLE
10.

    MISCELLANEOUS

    


    Section
10.1                                Amendments,
Etc

    . No
amendment or waiver of any provision of this Agreement, or consent to any
departure by the Borrower therefrom, shall be effective unless in writing and
signed or consented to (in writing) by the Majority Lenders and, in the case of
amendments, the Borrower, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no
amendment, waiver or consent shall, unless in writing and signed or consented to
(in writing) by all of the Lenders, do any of the following: (a) waive any of
the conditions specified in Article 4; (b) increase the Commitments of the
Lenders (except in accordance with Section 2.1(b)) or subject the Lenders to any
additional obligations; (c) release any Collateral, except in accordance with
the terms of the Credit Documents; (d) reduce the principal of, or interest on,
the Advances or any fees or other amounts payable hereunder; (e) postpone any
date fixed for (i) payment of principal of, or interest on, the Advances, (ii)
reimbursement of drawings under Letters of Credit or (iii) payment of fees or
other amounts payable hereunder; (f) change the percentage of the Commitments or
of the Obligations outstanding, or the number of Lenders, required for the
Lenders or any of them to take any action hereunder; or (g) amend this Section
10.1; further
provided, however, that (A) no
amendment, waiver or consent shall, unless in writing and signed or consented to
(in writing) by the Super-Majority Lenders, change the definition of “Borrowing
Base” in Section 1.1, (B) no amendment, waiver or consent shall, unless in
writing and signed or consented to (in writing) by the Administrative Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of the Administrative Agent under this Agreement or any other Credit
Document, and (C) no amendment, waiver or consent shall, unless in writing and
signed or consented to (in writing) by the Issuing Banks in addition to the
Lenders required above to take such action, affect the rights or duties of the
Issuing Banks under this Agreement or any other Credit Document. Delivery by
telecopier or e-mail of an executed counterpart of a signature page to any
amendment or waiver of, or consent to departure from, any provision of this
Agreement shall be effective as delivery of an originally executed counterpart
thereof.

    


    Section
10.2                                Notices,
Etc.

    


    


    (a)                      All
notices and other communications provided for hereunder shall be in writing
(including by telecopier) and shall be mailed, telecopied or delivered (i) if to
FOC, to it at 10000 Memorial Drive, Suite 600, Houston, Texas 77024-3411,
telecopier number 713-688-0616, Attention: Mr. Doug S. Aron, Vice President –
Corporate Finance; (ii) if to the Borrower, to it at 4610 South Ulster Street,
Suite 200, Denver, Colorado 80237, telecopier number 303-714-0154, Attention:
Mr. Leo J. Hoonakker, Vice President and Treasurer; (iii) if to any Lender, to
it at the address or telecopier number set forth in Schedule 7 or in the
Assignment and Assumption or Joinder Agreement by which it became a party
hereto; (iv) if to the Administrative Agent, to it at 500 North Akard, Suite
4200, Dallas, Texas 75201, telecopier number 214-922-4209, Attention: Mr.
Randall L. Osterberg, Senior Vice President (with a copy to 1980 Saturn Street,
Mail Code 4-957-161, Monterey Park, California 91754, telecopier number
323-720-2780, Attention: Commercial Loan and Agency Services); or (v) as to each
party, to it at such other address or telecopier number as designated by such
party in a written notice to the other parties. All such notices and
communications shall be deemed received, (A) if personally delivered, upon
delivery, (B) if sent by first-class mail, on the third Business Day following
deposit into the mails and (C) if sent by telecopier, on the Business Day
following such sending, except that notices and communications to the
Administrative Agent pursuant to Article 2 or 9 shall not be effective until
received by the Administrative Agent.

    


    (b)                      Notices
and other communications to the Issuing Banks and the other Lenders hereunder
may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided, however, that the
foregoing shall not apply to notices to either Issuing Bank or any other Lender
pursuant to Article 2 if such Issuing Bank or Lender, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices
under Article 2 by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided, however, that
approval of such procedures may be limited to particular notices or
communications. Unless the Administrative Agent otherwise prescribes, (i)
notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) (provided, however, that, if
such notice or other communication is not sent during the normal business hours
of the recipient, then such notice or communication shall be deemed to have been
sent at the opening of business on the next business day for the recipient), and
(ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its
e-mail address as described in the foregoing clause (i) of notification that
such notice or communication is available and identifying the website address
therefor.

    


    Section
10.3                                No Waiver;
Remedies

    . No
failure on the part of any Lender or the Administrative Agent to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof,
and no single or partial exercise of any such right shall preclude any other or
further exercise thereof or the exercise of any other right. The remedies
provided herein are cumulative and not exclusive of any remedies provided by
law.

    


    Section
10.4                                Costs and
Expenses

    . The
Borrower agrees to pay on demand (a) all costs and expenses of the
Administrative Agent and the Collateral Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the other Credit Documents and the other documents to be
delivered hereunder, including (i) the reasonable fees and out-of-pocket
expenses of legal counsel for the Administrative Agent and the Collateral Agent
with respect thereto and with respect to advising the Administrative Agent and
the Collateral Agent as to their respective rights and responsibilities, or the
perfection, protection or reservation of its rights or interests, under this
Agreement, the other Credit Documents and such other documents to be delivered
hereunder, and (ii) the fees and expenses of any consultants, auditors or
accountants engaged by the Administrative Agent pursuant hereto (including for
Commercial Finance Audits (provided that the Borrower shall not be required to
pay for more than three Commercial Finance Audits conducted during any single
calendar year), Inventory Audits (provided that the Borrower shall not be
required to pay for more than three Inventory Audits conducted during any single
calendar year) and the reports referred in Section 6.4(e)), and (b) all costs
and expenses of the Administrative Agent, the Collateral Agent and the Lenders
(including reasonable attorneys’ fees and expenses of the Administrative Agent,
the Collateral Agent and the Lenders) in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this
Agreement, the other Credit Documents and the other documents to be delivered
hereunder, whether in any action, suit or litigation, any bankruptcy, insolvency
or similar proceeding or otherwise. The obligations of the Borrower under this
section shall survive the payment of the Obligations and the termination of the
Commitments and all Letters of Credit.

     

    Section
10.5                                Indemnification

    . The
Borrower hereby agrees to indemnify and hold harmless the Administrative Agent,
the Collateral Agent, each Titled Agent and each Lender and each of their
respective officers, directors, employees, agents, advisors and Affiliates (each
an “Indemnified
Person”) from and against all claims, damages, losses, liabilities, costs
and expenses (including reasonable attorneys’ fees and expenses, whether or not
such Indemnified Person is named as a party to any proceeding or is otherwise
subjected to judicial or legal process arising from any such proceeding) that
any of them may incur, or that may be claimed, asserted or awarded against any
of them by any Person, in each case arising out of, related to or in connection
with, or in connection with the preparation for a defense of any investigation,
litigation or proceeding arising out of, related to or in connection with, any
Credit Document, any Advance, any Letter of Credit, the consummation of any
transaction contemplated by any of the foregoing, the transfer of or payment or
failure to pay under any Letter of Credit or the use by the Borrower or the
beneficiary of any Letter of Credit of the proceeds of any Advance or of any
drawing under any Letter of Credit, except to the extent that any such claim,
damage, loss, liability, cost or expense is found in a final, nonappealable
judgment by a court of competent jurisdiction to have resulted from such
Indemnified Person’s gross negligence or willful misconduct; provided, however, that the
foregoing indemnity shall not cover any claim of malpractice made by any
Indemnified Party against its own legal counsel. SUCH INDEMNITY SHALL APPLY WHETHER OR
NOT ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE IS IN ANY WAY OR TO
ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION (OTHER
THAN ANY CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY KIND BY ANY
INDEMNIFIED PERSON. The obligations of the Borrower under this section
shall survive the payment of the Obligations and the termination of the
Commitments and all Letters of Credit.

    


    Section
10.6                                Right of
Setoff

    . Upon
(a) the occurrence and during the continuation of any Event of Default and (b)
the making of the request or the granting of the consent specified by Section
8.1 to authorize the Administrative Agent to declare the Obligations due and
payable pursuant to the provisions of Section 8.1, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any or all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
against any or all of the obligations of the Borrower now or hereafter existing
under this Agreement and the other Credit Documents, irrespective of whether
such Lender has made any demand under this Agreement or any such other Credit
Document and although such obligations may be unmatured. Each Lender agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff
and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this section are in addition to
other rights and remedies (including other rights of setoff) that such Lender
may have.

    


    Section
10.7                                Binding
Effect

    . This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and the Lenders and their respective successors and
assigns, except that (a) the Borrower shall not have the right to assign any of
its rights and obligations hereunder without the prior written consent of the
Majority Lenders and (b) the Lenders shall have the right to assign their
respective rights and obligations hereunder only in accordance with Section
10.8.

    


    Section
10.8                                Assignments, Joinders and
Participations.

    


    (a)                      Each
Lender may assign to one or more banks or other entities all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment, the Advances owing to it and its participations in outstanding
Letters of Credit); provided, however, that (i)
except in the case of an assignment to a Person that, immediately before such
assignment, was a Lender, the amount of the Commitment of the assigning Lender
being assigned pursuant to each such assignment (determined as of the date of
the Assignment and Assumption with respect to such assignment) shall in no event
be less than the lesser of (A) the entire Commitment of such Lender at such time
and (B) $15,000,000, (ii) each such assignment shall be subject to the prior
written consent of the Administrative Agent and each Issuing Bank (which
consents may not be unreasonably withheld or delayed), and (iii) the parties to
each such assignment shall execute and deliver to the Administrative Agent, for
its acceptance and recording in the Register, an Assignment and Assumption,
together with a processing and recording fee of $3,500. Upon such consent,
execution, delivery, acceptance and recording, from and after the effective date
specified in the applicable Assignment and Assumption, which effective date
shall be at least 5 Business Days after the date of delivery thereof to the
Administrative Agent or, if so specified in such Assignment and Assumption, the
date of acceptance thereof by the Administrative Agent, (i) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Assumption, shall have the rights and obligations of a Lender hereunder, and
(ii) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Assumption, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all or
the remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto, except that such Lender
shall continue to be an “Indemnified Party” under Section 6.14(b) and an
“Indemnified Person” under Section 10.5).

    


    (b)                      By
executing and delivering an Assignment and Assumption, the Lender assignor
thereunder and the assignee thereunder confirm to and agree with each other and
the other parties hereto as follows: (i) other than as provided in such
Assignment and Assumption, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statement, warranty
or representation made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto; (ii)
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Credit Party or
any Subsidiary or the performance or observance by any Credit Party of any of
its obligations under any Credit Document or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of the financial statements
referred to in Sections 5.5 and 6.4 and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Assumption; (iv) such assignee will, independently and
without reliance upon the Administrative Agent, such assigning Lender or any
other Lender and based on such documents and information as it may deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Credit Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (vi) such assignee agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of the Credit Documents are required to be performed by it as a
Lender.

    


    (c)                      Any
financial institution that is to become a party to this Agreement as a New
Lender pursuant to Section 2.1(b) must be consented to by the Borrower, the
Administrative Agent and each Issuing Bank (which consents may not be
unreasonably withheld or delayed) and must execute a Joinder Agreement,
consented to by the Borrower, the Administrative Agent and each Issuing Bank and
delivered to the Administrative Agent for its recording in the Register,
together with a processing and recording fee of $3,500; provided, however, that (i)
each New Lender must have a Commitment of at least $15,000,000 and (ii) no
joinder of a New Lender to this Agreement may cause the maximum amount of the
Maximum Aggregate Commitment to exceed $650,000,000. Upon such execution,
consent, delivery and recording, from and after the effective date specified in
the applicable Joinder Agreement, the New Lender thereunder shall be a party
hereto and, to the extent provided in such Joinder Agreement, shall have the
rights and obligations of a Lender hereunder. By executing and delivering a
Joinder Agreement, the New Lender thereunder confirms to and agrees with the
other parties hereto as specified in Sections 10.8(b)(iii) through (vi), as if
it were an assignee (but without reference to an assignor). Upon the joinder of
any New Lender to this Agreement pursuant to this Section 10.8(c), the
Administrative Agent shall forward to the Borrower and each Lender an updated
Schedule 1.

    


    (d)                      The
Administrative Agent shall maintain at its address set forth in Section 10.2 a
copy of each Assignment and Assumption and Joinder Agreement delivered to the
Administrative Agent and consented to as specified above and a register for the
recordation of the names and addresses of the Lenders and the Commitment of, and
the principal amount of Obligations owing to, each Lender from time to time (the
“Register”).
The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

    


    (e)                      Upon
its receipt of an Assignment and Assumption or a Joinder Agreement that has been
properly executed and consented to as specified above, the Administrative Agent
shall, if such Assignment and Assumption or Joinder Agreement has been properly
completed and is in proper form, (i) accept such Assignment and Assumption or
Joinder Agreement, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower.

    


    (f)                      Each
Lender may sell participations to one or more banks or other entities in or to
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitments, the Advances owing to it and its
participations in outstanding Letters of Credit); provided, however, that (i)
such Lender’s obligations under this Agreement (including its Commitment) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and (iv) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of any Credit Document, or any consent to any departure by any Credit
Party therefrom, except to the extent that such amendment, waiver or consent
would (A) reduce the principal of, or interest on, the Advances, the amount to
be reimbursed in respect of any drawing under a Letter of Credit or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation, (B) postpone any date fixed for any payment of principal of, or
interest on, the Advances, the amount to be reimbursed in respect of any drawing
under a Letter of Credit or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or (C) release all or
substantially all of the Collateral, except as provided in the Credit
Documents.

    


    (g)           Any
Lender or the Administrative Agent may, in connection with any assignment,
joinder or participation or proposed assignment, joinder or participation
pursuant to this Section 10.8, disclose to the assignee, New Lender or
participant or proposed assignee, New Lender or participant any information
relating to the Borrower that was furnished to such Lender or the Administrative
Agent by or on behalf of the Borrower.

    


    (h)                      Nothing
herein shall prohibit any Lender from pledging or assigning any Advance or any
Note to any Federal Reserve Bank in accordance with applicable Governmental
Rules.

    


    Section
10.9                                Disclosure

    . In
addition to disclosure permitted pursuant to Section 10.8(g), the Administrative
Agent and each Lender may disclose to any Person, if with or through such Person
the Administrative Agent or such Lender enters into (or proposes to enter into)
any securitization, hedge or other such transaction relating to, or under which
payments are to be made by reference to, this Agreement or any Credit Party,
such information about any Credit Party or any of the Credit Documents as the
Administrative Agent or such Lender reasonably deems to be necessary in
connection with such transaction.

    


    Section
10.10                                GOVERNING
LAW

    .
THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN THE STATE OF CALIFORNIA.

    


    Section
10.11                                Limitation on
Interest

    . The
Lenders, the Administrative Agent and the Credit Parties intend to contract in
strict compliance with applicable usury law from time to time in effect, and in
furtherance thereof they stipulate and agree that none of the terms and
provisions contained in the Credit Documents shall ever be construed to create a
contract to pay, for the use, forbearance or detention of money, interest in
excess of the maximum amount of interest permitted to be charged by applicable
Governmental Rules in effect from time to time. No Credit Party or other Person
hereafter becoming liable for payment of any Obligation shall ever be liable for
unearned interest thereon or shall ever be required to pay interest thereon in
excess of the maximum amount that may be lawfully charged under applicable
Governmental Rules in effect from time to time, and the provisions of this
section shall control over all other provisions of the Credit Documents that may
be in conflict or apparent conflict herewith. The Lenders and the Administrative
Agent expressly disavow any intention to charge or collect excessive unearned
interest or finance charges in the event the maturity of any Obligation is
accelerated. If (a) the maturity of any Obligation is accelerated for any
reason, (b) any Obligation is prepaid and, as a result, any amounts held to
constitute interest are determined to be in excess of the legal maximum or (c)
any Lender or other holder of any or all of the Obligations otherwise collects
moneys that are determined to constitute interest that would otherwise increase
the interest on any or all of the Obligations to an amount in excess of that
permitted to be charged by applicable Governmental Rules then in effect, then
all sums determined to constitute interest in excess of such legal limit shall,
without penalty, be promptly applied to reduce the then outstanding principal of
the related Obligations or, at the affected Lender’s or holder’s option,
promptly returned to the Borrower or the other payor thereof upon such
determination. In determining whether or not the interest paid or payable under
any specific circumstances exceeds the maximum amount permitted under applicable
Governmental Rules, the Lenders, the Administrative Agent and the Credit Parties
(and any other payors of such interest) shall, to the greatest extent permitted
under applicable Governmental Rules, (i) characterize any payment of an amount
other than principal as an expense, fee or premium rather than as interest, (ii)
exclude voluntary prepayments and the effects thereof and (iii) amortize,
prorate, allocate and spread the total amount of interest throughout the entire
contemplated term of the instruments evidencing the Obligations in accordance
with the amounts outstanding from time to time thereunder and the maximum legal
rate of interest from time to time in effect under applicable Governmental Rules
in order to lawfully charge the maximum amount of interest permitted under
applicable Governmental Rules.

    


    Section
10.12                                Headings

    . The
section and subsection headings used herein have been inserted for convenience
of reference only and do not constitute matters to be considered in interpreting
this Agreement.

    


    Section
10.13                                Execution in
Counterparts

    . This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement. Delivery by telecopier or e-mail of an executed counterpart of a
signature page to this Agreement shall be effective as delivery of an originally
executed counterpart of this Agreement.

    


    Section
10.14                                USA PATRIOT Act
Notice

    . Each
Lender subject to Title III of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Public Law 107-56) (the “Patriot
Act”) hereby notifies the Borrower that, pursuant to the requirements of
the Patriot Act, such Lender is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender to
identify the Borrower in accordance with the Patriot Act. This notice is given
in accordance with the requirements of the Patriot Act and is effective as to
each Lender in its capacity as such and in each other capacity in which such
Lender acts under any of the Credit Documents. The Borrower agrees to cooperate
with each Lender, and to provide true, accurate and complete information
thereto, in response to any request by such Lender pursuant to the requirements
of the Patriot Act. The Borrower will take reasonable measures to ensure
compliance with all applicable antiterrorism laws and similar laws, including
(a) Executive Order 13224 of September 23, 2001, entitled “Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism,” and (b) the Patriot Act.

    


    Section
10.15                                Payments Set
Aside

    . To the
extent that (a) any payment by or on behalf of the Borrower is made to the
Administrative Agent, the Collateral Agent or any Lender or (b) the
Administrative Agent, the Collateral Agent or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, the Collateral Agent or such Lender in its discretion) to
be repaid to a trustee, receiver or any other party, in connection with any
proceeding under the United States Bankruptcy Code or otherwise, then (i) to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (ii) each Lender
severally agrees to pay to the Administrative Agent or the Collateral Agent, as
applicable, upon demand its applicable share (without duplication) of any amount
so recovered from or repaid by the Administrative Agent or the Collateral Agent,
as the case may be, plus interest thereon from the date of such demand to the
date such payment is made at the rate per annum equal to the
Federal Funds Rate in effect from time to time. The obligations of the Lenders
under clause (b) of the preceding sentence shall survive the payment in full of
the Obligations and the termination of this Credit Agreement.

    


    Section
10.16                                Amendment and
Restatement

    .

    


    (a)                      This
Agreement is an amendment and restatement of the Old Credit Agreement. On and
after the Closing Date, any reference in any other Credit Document to “the
Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import
referring to the Old Credit Agreement shall mean and be a reference to this
Agreement.

    


    (b)                      The
Securities Account Control Agreements and the Lockbox Agreement shall remain in
full force and effect and are hereby ratified and confirmed.

    


    (c)                      The
execution, delivery and effectiveness of this Agreement shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or any Lender
under any of the Credit Documents or constitute a waiver of any provision of any
of the Credit Documents.

    


    Section
10.17                                WAIVER OF
JURY TRIAL

    .
TO THE EXTENT PERMITTED BY LAW, EACH OF THE BORROWER, THE LENDERS, THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE TITLED AGENTS HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, ANY NEGOTIATIONS OR
COMMUNICATIONS RELATING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS
OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

    


    Section
10.18                                Judicial
Reference

    .

    


    (a)                      If
the waiver of jury trial set forth in Section 10.17 is not enforceable under
Applicable State Law (as defined below) or otherwise, then the Borrower, the
Lenders, the Administrative Agent, the Collateral Agent and the Titled Agents
(the “Parties”)
hereby agree that all Claims (as defined below), including any and all questions
of law or fact relating thereto, shall, at the written request of any Party, be
determined by Reference (as defined below) as provided below.

    


    (i)           The
opposing Parties shall select a single neutral referee, who shall be a retired
state or federal judge. In the event that the opposing Parties cannot agree upon
a referee, the referee shall be appointed by a court of competent
jurisdiction.

    


    (ii)           Except
as otherwise provided in this Section 10.18, the Reference shall be conducted
pursuant to Applicable State Law. The referee shall determine all issues
relating to the applicability, interpretation, legality and enforceability of
this Section 10.18. The referee shall report a statement of decision to the
appropriate court.

    


    (iii)           No
provision of this Section 10.18 shall limit the right of any Party to (i)
exercise self-help remedies, including setoff, (ii) foreclose against or sell
any Collateral, by power of sale or otherwise, or (iii) obtain or oppose
provisional or ancillary remedies from a court of competent jurisdiction before,
after or during the pendency of the Reference. The exercise of, or opposition
to, any such remedy does not waive the right of any Party to a Reference
pursuant to this Section 10.18.

    


    (iv)           The
Parties hereby acknowledge that, if a referee is selected or appointed to
determine any Claims, then such Claims will not be decided by a
jury.

    


    (b)                      In
the event that punitive damages are permitted under Applicable State Law, the
amount thereof shall not exceed three times the amount of actual
damages.

    


    (c)                      In
the event that any provision of this Section 10.18 is found to be illegal or
unenforceable, the remainder of this Section 10.18 shall remain in full force
and effect.

    


    (d)                      In
the event that multiple Claims are asserted, some of which are not subject to
this Section 10.18, the Parties agree to stay the proceedings of the Claims not
subject to this Section 10.18 until all other Claims are resolved in accordance
with this Section 10.18. In the event that Claims are asserted against multiple
parties, some of which are not subject to this Section 10.18, the Parties agree
to sever the Claims subject to this Section 10.18 and to resolve them in
accordance with this Section 10.18. In the event of any challenge to the
legality or enforceability of this Section 10.18, the prevailing Party or
Parties shall be entitled to recover the costs and expenses, including
reasonable attorneys’ fees, incurred thereby in connection therewith. Applicable
State Law shall govern the interpretation of this Section 10.18. This Section
10.18 fully states the terms and conditions of the Parties’ agreement regarding
the matters mentioned in, or incidental to, this Section 10.18. This Section
10.18 supersedes all oral negotiations and prior writings concerning the subject
matter hereof.

    


    (e)                      As
used in this Section 10.18, the terms set forth below shall have the respective
meanings specified below.

    


    (i)           “Applicable State
Law” means the law of the State of California; provided, however, that, if any
Party seeks to (A) exercise self-help remedies, including setoff, (B) foreclose
against or sell any Collateral, by power of sale or otherwise, or (C) obtain or
oppose provisional or ancillary remedies from a court of competent jurisdiction
before, after or during the pendency of a Reference, then the law of the
appropriate state for exercise of or opposition to the foregoing remedies shall
govern the same.

    


    (ii)           “Claim”
shall mean any claim, cause of action, action, dispute or controversy between or
among the Parties, whether sounding in contract, tort or otherwise, that arises
out of or relates to (A) any of the Credit Documents, (B) any negotiations or
communications relating to any of the Credit Documents, whether or not
incorporated into the Credit Documents or any indebtedness evidenced thereby, or
(C) any alleged agreements, promises, representations or transactions in
connection with any of the foregoing.

    


    (iii)           “Reference”
shall mean a judicial reference conducted pursuant to this Section 10.18 and in
accordance with Applicable State Law, as in effect at the time the referee is
selected or appointed pursuant to Section 10.18(a).

    


    


    


    


    [Signature
pages follow.]

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
parties hereto have caused this Agreement to be executed by their respective
duly authorized representatives as of the date first written above.

    


    


    FRONTIER
OIL AND REFINING COMPANY

    


    


    By:          /s/ Leo J.
Hoonakker                                            

    Leo J.
Hoonakker

    Vice
President and Treasurer

    


    


    


    FRONTIER
OIL CORPORATION

    


    


    By:          /s/ Michael C.
Jennings                                            

    Michael
C. Jennings

    Executive Vice President –

       Chief Financial
Officer

    


    


    


    UNION
BANK OF CALIFORNIA, N.A., as

    Administrative
Agent and Lender

    


    


    By:          /s/ Randall L.
Osterberg                                            

    Randall L. Osterberg

    Senior Vice President

    


    


    


    BNP
PARIBAS, as Syndication Agent

    and
Lender

    


    


    By:           /s/ Courtney
Kubesch                                           

    Name:      Courtney
Kubesch                                                          

    Title:        Vice
President                                                        

    


    


    By:           /s/ Juan Carlos
Sandoval                                           

    Name:      Juan
Carlos
Sandoval                                                          

    Title:        Vice
President                                                        

    


    TORONTO
DOMINION (TEXAS) LLC

    


    


    By:           /s/ Debbi L.
Brito                                           

    Name:      Debbi
L.
Brito                                                          

    Title:        Authorized
Signatory                                                        

    


    


    


    WELLS
FARGO BANK, N.A.

    


    


    By:          /s/ Oleg
Kogan                                            

    Name:     Oleg
Kogan                                                           

    Title:       Assistant Vice
President                                                         

    


    


    


    U.S. BANK
NATIONAL ASSOCIATION

    


    


    By:          /s/ Heather A.
Han                                            

    Name:     Heather
A.
Han                                                           

    Title:       Vice
President                                                          

    


    


    


    EXPORT
DEVELOPMENT CANADA

    


    


    By:           /s/ Paul
Hemsing                                           

    Name:      Paul
Hemsing                                                          

    Title:        Financing
Manager                                                        

    


    


    By:            /s/ Carl
Burlock                                          

    Name:       Carl
Burlock                                                         

    Title:         Director,
Financing                                                       

    


    


    


    SUMITOMO
MITSUI BANKING CORPORATION

    


    


    By:           /s/ William M.
Ginn                                           

    Name:      William
M.
Ginn                                                          

    Title:         General
Manager                                                       

    


    


    


    BANK OF
SCOTLAND

    


    


    By:           /s/ Julia R.
Franklin                                           

    Name:      Julia
R.
Franklin                                                          

    Title:        Assistant
Vice
President                                                        

    


    


    


    CAPITAL
ONE, NATIONAL ASSOCIATION

    


    


    By:           /s/ David
Reid                                           

    Name:      David
Reid                                                          

    Title:        Senior
Vice
President                                                        

    


    


    


    UBS LOAN
FINANCE LLC

    


    


    By:            /s/ Richard L.
Tavrow                                          

    Name:       Richard
L.
Tavrow                                                         

    Title:         Director                                                       

                                                                                                     
Banking Products Services, US


    


    By:           
/s/ Irja R.
Otsa                                           

    Name:       Irja
R.
Otsa                                                         

    Title:         Associate
Director                                                       

                        Banking
Products Services,
US
                                                       

    

     

    


    THE FROST
NATIONAL BANK

    


    


    By:           /s/ Thomas H.
Dungan                                           

    Name:      Thomas
H.
Dungan                                                          

    Title:        Sr.
Vice
President                                                        

    


    


    


    NATIXIS

    


    


    By:           /s/ Daniel
Payer                                           

    Name:      Daniel
Payer                                                          

    Title:        Director                                                        

    


    


    By:           /s/ Louis P. Laville,
III                                           

    Name:      Louis
P. Laville,
III                                                          

    Title:        Managing
Director                                                        


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

    


    


    COMMITMENTS

    


    


    


    
      	
              Lender

            	
              Commitment

            	
              Fee to Be Paid

              at Closing

            
	
              Union
      Bank of California, N.A.

            	
              $60,000,000

            	
               

              $112,200

               

            
	
               

              BNP
      Paribas

               

            	
              $60,000,000

            	
              $111,600

            
	
               

              Toronto
      Dominion (Texas) LLC

               

            	
              $60,000,000

            	
              $138,000

            
	
               

              Wells
      Fargo Bank, N.A.

               

            	
              $60,000,000

            	
              $138,000

            
	
               

              U.S.
      Bank National Association

               

            	
              $50,000,000

            	
              $109,200

            
	
               

              Export
      Development Canada

               

            	
              $35,000,000

            	
              $157,500

            
	
               

              Sumitomo
      Mitsui Banking Corporation

               

            	
              $35,000,000

            	
              $157,500

            
	
               

              Bank
      of Scotland

               

            	
              $32,500,000

            	
              $54,375

            
	
               

              Capital
      One, National Association

               

            	
              $32,500,000

            	
              $65,625

            
	
               

              UBS
      Loan Finance LLC

               

            	
              $30,000,000

            	
              $112,500

            
	
               

              The
      Frost National Bank

               

            	
              $25,000,000

               

            	
              $28,500

            
	
               

              Natixis

               

            	
              $20,000,000

            	
              $75,000

            
	
               

              Maximum
      Aggregate Commitment

               

            	
               

              $500,000,000

               

            	 
      


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2

    


    


    LETTER OF CREDIT BANKS FOR
ELIGIBLE ACCOUNTS

    


    


    


     Maximum
Ag-

     gregate
Face

     Amount
of

    Bank                                                                         Letters of
Credit

    


    


    Union
Bank of California,
N.A.                                                     unlimited

    


    The Bank
of Tokyo-Mitsubishi UFJ,
Ltd.                                   unlimited

    


    BNP
Paribas                                                                                     unlimited

    


    any bank
domiciled in the United

    States
with a credit rating of at least:

    


    1.      AA-
or
Aa3                                                           $10,000,000

    2.      A                                                                          
  $5,000,000

    3.      BBB
or
Baa                                                          
 $5,000,000

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3

    


    


    APPROVED ACCOUNT
DEBTORS

    


    


    


    Amerada
Hess Corporation

    Ashland
Oil Inc.*

    Ashland
Petroleum Company*

    Bear
Stearns & Co., Inc.

    Burlington
Northern Railroad Company*

    Chevron
USA, Inc.*

    Citgo
Petroleum Corporation*

    Diamond
Shamrock, Inc.*

    Equilon
Enterprises LLC

    Exxon
Supply Company*

    Koch Oil
Company*

    Marathon
Petroleum Co., Inc.*

    Morgan
Stanley Group, Inc.*

    Murphy
Oil USA Inc.*

    Shell Oil
Company*

    Union
Pacific Railroad*

    Unocal
Corporation

    


    


    Unless
marked by an asterisk, each entity listed above shall be an approved account
debtor only (1) if such entity is not a subsidiary of any other entity or (2) in
any case in which such entity is a subsidiary of some other entity, if such
subsidiary’s obligations to Frontier Oil and Refining Company are fully
guaranteed by such subsidiary’s ultimate parent company.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
4

    


    


    METHODS OF CALCULATION OF
FAIR-MARKET VALUE OF INVENTORY

    


    


    


    In
determining market value of Inventory, the actual Eligible Inventory volumes
shall be multiplied by the prices determined below for each category of
Inventory of the Borrower that is to be, is being or has been processed through
the Cheyenne Refinery or the El Dorado Refinery. Each price derived from the
independent sources described below shall be the price for the relevant
Inventory type published on the effective date, or published most recently
before the effective date, of the Borrowing Base Certificate
concerned.

    


    A. Cheyenne
Refinery

    


    Inventory
Type                                                      Method of Determining
Price

    


    
      	
              Sweet
      Wyoming Crude

            	
              Average
      of posted prices of Shell Oil Products US and ConocoPhillips, less gravity
      adjustment (“ATCPPLGA”),
      for 40-degree Sweet Wyoming Crude, plus $2.20/
  barrel

            


    

    


    
      	
              General
      Wyoming Sour Crude

            	
              ATCPPLGA
      for 24-degree General Wyoming Sour Crude, plus $3.30/
    barrel

            


    

    


    
      	
              Wyoming
      Asphaltic Sour Crude

            	
              ATCPPLGA
      for 21-degree Wyoming Asphaltic Sour Crude, plus $2.00/
      barrel.

            


    

    


    
      	
              Canadian
      Sour Crude

            	
              New
      York Mercantile Exchange near month contract closing price for West Texas
      Intermediate Crude, less gravity adjustment if provided for in crude
      purchase contract terms (“NYMEXWTILGA”),
      minus $1.20/ barrel

            


    

    


    Bow River
Sour
Crude                                         NYMEXWTILGA,
minus $1.60/barrel

    


    Mixed
Monty
Sour                                           
  ATCPPLGA for Sweet Wyoming Crude

    


    Finished
Gasoline                                      
        70% times Denver OPIS Low*,

    less
$.014/gal.

    +30%
times Cheyenne OPIS Low*,

    less
$.01/gal.

     

    

      

    

      
      *  As the price
applies to each grade of gasoline (Unleaded Regular, Unleaded Mid-Grade,
Unleaded Premium and Leaded Regular) or diesel (#1 Diesel (0.05% sulfur), #1
Diesel (0.5% sulfur), #2 Diesel (0.05% sulfur) and #2 Diesel (0.5%
sulfur)).

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Diesel                                                           
        60% times Denver OPIS
Low*,

    less
$.015/gal.

    +40%
times Cheyenne OPIS Low*,

    less
$.01/gal.

    


    
      	
              Asphalt

            	
              For
      volumes of Asphalt that have been committed for sale under a binding sales
      contract, the contract price (converted to a price per barrel by dividing
      the contract short-ton price by 5.6); for all other Asphalt volumes, the
      average of the high and low Asphalt Cement dollars/ton price (divided by
      5.6 to convert the short-ton price to a price per barrel), as established
      in the category ASPHALT SELLING PRICES Area Barge for
      MID-CONTINENT/MIDWEST in Asphalt Weekly Monitor, published by Poten &
      Partners (or, in the absence of this source of pricing information, such
      price as determined by the Administrative
  Agent).

            


    

    


    Gas
Oil                                                       
          70% times the
Unleaded Regular

         Gasoline
Net Price

    +30%
times the #2 Diesel net price,

         less
$.10/gal.

    


    
      	
              Sulfur

            	
              Borrower’s
      net-back price, based on Borrower’s most recent sale to an independent
      third party.

            


    

    


    
      	
              Coke

            	
              $0.00/ton

            


    

    


    
      	
              Propane

            	
              Conway,
      Kansas OPIS wholesale Propane price, plus
  $.05/gal.

            


    

    


    Normal
Butane                                                      Same
methodology as Propane, except use Butane price

    


    Field
Butane                                                          Same
as Normal Butane price

    


    Isobutane                                                      
       Same methodology as Propane, except
use Isobutane price

    


    
      	
              Olefins

            	
              Same
      net price as used for Premium Unleaded Gasoline, less
      $.156/gal.

            


    

    


    Light
Straight
Run                                      
        Same as net price used for
Unleaded Regular Gasoline

    


    Reformate                                                              Same
as net price used for Unleaded Regular Gasoline

    


    Cat
Gas                                                                  Same
as net price used for Unleaded Regular Gasoline

    


    Alkylate                                                     
           Same as net
price used for Premium Unleaded Gasoline

     

    
      	
              Naphtha
      and Raffinate

            	
              Same
      as net price used for Unleaded Regular Gasoline, less
      $.04/gal.

            


    

    


    
      	
              Ethanol

            	
              Most
      recent price the Borrower paid to an independent third party for
      Ethanol

            


    

    


    
      	
              Natural
      Gasoline

            	
              Conway,
      Kansas OPIS wholesale price of Natural Gasoline, plus
      $.05/gal.

            


    

    


    
      	
              Raw
      Distillate Oil

            	
              If
      the Borrower is selling #2 Diesel (0.5% sulfur), then the net price for #2
      Diesel (0.5% sulfur), less $.02/gal.; if the Borrower is selling #2 Diesel
      (0.05% sulfur), then the net price for #2 Diesel (0.05% sulfur), less
      $.02/gal.

            


    

    


    Coker
Distillate
Oil                                               Same
as Raw Distillate Oil net price

    


    Heavy
Fuel                                          
                 Same
as Wyoming Sour Crude Oil net price times 60%

    


    Slurry                                                                     Platt’s
Gulf Coast Resid, less $6.00/barrel

    


    Vac
Bottoms                                     
                   Same
average net price as used for Asphalt

    


    HP Vac
Bottoms                                                   Same
average net price as used for Asphalt

    


    Unfinished
Gasoline                                            Same
price as Unleaded Regular Gasoline, less $.025/gal.

    


    B. El Dorado
Refinery

    


    
      	
              Kansas
      Sweet

            	
              Koch
      West Texas Intermediate (“WTI”)
      Cushing posting for calendar month, plus Platt’s P+ quote for trade month,
      less $0.30/barrel

            


    

    


    
      	
              WTI

            	
              Koch
      WTI Cushing posting for calendar month, plus Platt’s P+ quote for trade
      month, plus Platt’s WTI Cushing/WTI Midland differential for trade month,
      plus $0.78/barrel
pumpover/transportation

            


    

    


    
      	
              Scurry
      WTI

            	
              Koch
      WTI Cushing posting for calendar month, plus Platt’s P+ quote for trade
      month, plus Platt’s WTI Cushing/WTI Midland differential for trade month,
      plus $0.51/barrel quality premium, plus $0.73/barrel pumpover/transporta-
      tion

            


    

     

    
      	
              West
      TX-NM Sour (“WTS”)

            	
              Koch
      WTI Cushing posting for calendar month, plus Platt’s P+ quote for trade
      month, plus Platt’s WTI/WTS differential for trade month, plus
      $0.78/barrel
pumpover/transportation

            


    

    


    
      	
              Foreign
      Crudes

            	
              Actual
      acquisition cost plus transportation and other direct costs, but not more
      than WTI

            


    

    


    
      	
              Natural
      Gasoline

            	
              Conway
      Spot Natural Gasoline (mean) + $0.36/barrel
    (transportation)

            


    

    


    
      	
              Natural
      Gasoline at Conway

            	
              Conway
      Spot Natural Gasoline (mean)

            


    

    


    
      	
              Butanes

            	
              Conway
      Spot Normal Butane (mean) + $0.36/barrel
  (transportation)

            


    

    


    
      	
              Butanes
      at Conway

            	
              Conway
      Spot Normal Butane (mean)

            


    

    


    
      	
              Isobutane

            	
              Conway
      Spot Isobutane (mean) + $0.36/barrel
  (transportation)

            


    

    


    
      	
              Isobutane
      at Conway

            	
              Conway
      Spot Isobutane (mean)

            


    

    


    
      	
              Aviation
      Gasoline (unleaded)

            	
              Group
      III Unleaded Regular Gasoline (“ULR”)
      (mean) + $0.32/gal. – $0.05/gal. (cost of
lead)

            


    

    


    
      	
              Aviation
      Gasoline

            	
              Group
      III ULR (mean) + $0.32/gal.

            


    

    


    
      	
              Unleaded
      Regular Gasoline

            	
              Group
      III ULR (mean) + $0.0032/gal.

            


    

    


    
      	
               
      

            	
              Unleaded
      Regular Gasoline

            


    

    
      	
                (7.2/8.5
      RVP)

            	
              Group
      III ULR (mean) + $0.0193/gal.

            


    

    


    
      	
               
      

            	
              Unleaded
      Premium Gasoline

            


    

    
      	
              (“ULP”)

            	
              Group
      III ULP (mean) + $0.0032/gal.

            


    

    


    
      	
               
      

            	
              Unleaded
      Premium Gasoline

            


    

    
      	
                (7.2/8.5
      RVP)

            	
              Group
      III ULP (mean) + $0.0193/gal.

            


    

    


    
      	
               
      

            	
              Unleaded
      Regular Gasoline 85

            


    

    
      	
                (R+M)/2

            	
              Group
      III ULR (mean) + $0.0032/gal. – 0.25 x [(Group III ULP (low) – Group III
      ULR (low)]

            


    

    


    
      	
               
      

            	
              Unleaded
      Regular Gasoline 83

            


    

    
      	
                (R+M)/2

            	
              Group
      III ULR (mean) + $0.0032/gal. – 0.45 x [(Group III ULP (low) – Group III
      ULR (low)]

            


    

     

    
      	
               
      

            	
              Finished
      Gasoline Blendstocks

            


    

    
      	
                 (Excluding
      Alkylate)

            	
              Group
      III ULR (mean) + $0.0032/gal.

            


    

    


    
      	
              Alkylate

            	
              Group
      III ULP (mean) + $0.0032/gal.

            


    

    


    
      	
              High
      Sulfur Diesel

            	
              Group
      III High Sulfur Diesel (mean) +
$0.0015/gal.

            


    

    


    
      	
              Aviation
      Jet Fuel

            	
              Group
      III Aviation Jet Fuel (low) +
$0.0035/gal.

            


    

    


    
      	
              Low
      Sulfur Diesel 1

            	
              Group
      III Aviation Jet Fuel (low)
+$0.04/gal.

            


    

    


    
      	
              Low
      Sulfur Diesel 2

            	
              Group
      III Low Sulfur Diesel (mean) +
$0.0015/gal.

            


    

    


    
      	
              Finished
      Diesel Blendstocks

            	
              Group
      III Low Sulfur Diesel (mean) +
$0.0015/gal.

            


    

    


    
      	
               
      

            	
              DC
      Charge

            


    

    
      	
                   -
      Sales Tank

            	
              Average
      netback during 30-day period prior to
sale

            


    

    
      	
                   -
      Charge Tank

            	
              [0.70
      x Group III ULR (mean) + 0.30 x Group III LSDSL (mean)] x
    0.75

            


    

    


    
      	
              Slurry

            	
              Platt’s
      Gulf Coast Resid, less $6.00/barrel

            


    

    


    
      	
              Petroleum
      Coke

            	
              $5.00/ton

            


    

    


    
      	
              Butylenes

            	
              Group
      III ULR (mean) x 0.925

            


    

    


    
      	
              Propylenes

            	
              Group
      III ULR (mean) x 0.35

            


    

    


    
      	
              Propane

            	
              Conway
      Spot Propane (mean)

            


    

    


    
      	
              FC
      Gas Oil

            	
              70%
      Group III ULR (mean) + 30% Group III HSDSL (mean) –
    $0.07/gal.

            


    

    


    
      	
              Recovered
      Oil

            	
              Determine
      H/C & water volume. Value H/C @ WTI & water volume @
      zero.

            


    

    


    
      	
              ARU
      Charge

            	
              Group
      III ULR (mean) x 0.97

            


    

    


    
      	
              Raw
      Distillate Oil

            	
              Group
      III Low Sulfur Diesel (mean), less
$0.01/gal.

            


    

    


    
      	
              Sulfur

            	
              Average
      netback during 30-day period prior to
sale

            


    

    


    
      	
              Toluene

            	
              Actual
      netback during 30-day period prior to sale normalized for the Plaza Group
      adjustments

            


    

    


    
      	
              Benzene

            	
              Group
      III ULR (mean) x 1.27

            


    

     

    
      	
              Cumene

            	
              Group
      III ULR (mean) x 1.41

            


    

    


    
      	
              Acetone

            	
              Actual
      netback for month prior to sale normalized for the Plaza Group
      adjustments

            


    

    


    
      	
              AMS

            	
              Actual
      netback for month prior to sale normalized for the Plaza Group
      adjustments

            


    

    


    
      	
              Acetone/Phenol
      Residue

            	
              Group
      III ULR (mean)

            


    

    


    


    As used
in this Schedule, “net price” means the reference price less the specified
adjustment amount.

    


    The
Administrative Agent reserves the right to adjust any of the above methodologies
for determining market value if any of the sources of price information is no
longer available or if the price derived from any of the above methodologies is
no longer representative of market prices.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5

    


    


    SUBSIDIARIES

    


    


    


    
      	
              Subsidiary

            	
              Owner

            	
              Ownership

              Percentage

            
	
              Frontier
      Holdings Inc., a Delaware

              corporation
      (“FHI”)

            	
              Frontier
      Oil Corporation, a

              Wyoming
      corporation (“FOC”)

               

            	
              100%

               

            
	
              Frontier
      Refining & Marketing Inc., a

              Delaware
      corporation (“FRMI”)

               

            	
              FHI

            	
              100%

               

            
	
              Frontier
      Oil and Refining Company, a

              Delaware
      corporation (“FORC”)

               

            	
              FRMI

            	
              100%

               

            
	
              Frontier
      Refining Inc., a Delaware

              corporation

               

            	
              FRMI

            	
              100%

               

            
	
              Frontier
      El Dorado Refining Company, a

              Delaware
      corporation

               

            	
              FRMI

            	
              100%

               

            
	
              Frontier
      Pipeline Inc., a Delaware

              corporation

               

            	
              FRMI

            	
              100%

               

            
	
              Ethanol
      Management Company, a

              Colorado
      corporation

               

            	
              FORC

            	
              100%

            
	
              Wainoco
      Resources, Inc., a Delaware

              corporation
      (“WRI”)

               

            	
              FOC

            	
              100%

               

            
	
              Wainoco
      Oil & Gas Company, a

              Delaware
      corporation

               

            	
              WRI

            	
              100%

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
6

    


    


    ACCEPTABLE COMMODITIES
BROKERS

    


    


    


    1.           Salomon
Smith Barney Inc.

    Galleria
Financial Center

    5051
Westheimer, Suite 2100

    Houston,
Texas 77056

    


    2.           Citibank,
N.A.

    390 Greenwich Street, 5th
Floor

    New York, New York 10013

    


    3.           Shell
Oil Products US

    P.O. Box
201906

    Houston,
Texas 77216-1906

    


    4.           Hornsby
& Company, Inc.

    3401
Louisiana, Suite 425

    Houston,
Texas 77002

    


    5.           any
Hedge Bank

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
7

    


    


    LENDERS’ ADDRESSES FOR
NOTICE

    


    


    


    
      	
              Lender

            	
              Address

               

            
	
              Union
      Bank of California, N.A.

            	
              Credit

               

              500
      North Akard, Suite 4200

              Dallas,
      TX 75201

              Attention:
      Randall L. Osterberg

              Telephone:
      214-922-4205

              Telecopier:
      214-922-4209

              E-mail: 
      randall.osterberg@uboc.com

               

              Operations

               

              1980
      Saturn Street, Mail Code 4-957-161

              Monterey
      Park, CA 91754

              Attention:
      Martha Arreaga, Commercial Loan & Agency Services

              Telephone:
      323-720-2578

              Telecopier:
      323-720-2780

              E-mail:  martha.arreaga@uboc.com

               

            


    

    


    
      	
              BNP
      Paribas

            	
              Credit

               

              1200
      Smith, Suite 3100

              Houston,
      TX 77002

              Attention:
      Doug Liftman

              Telephone:
      713-982-1154

              Telecopier:
      713-659-6915

              E-mail:  doug.liftman@americas.bnpparibas.com

               

              Operations

               

              919
      3rd
      Avenue, 3rd
      Floor

              New
      York, NY 10022

              


                Attention:
      Johnnie Etheridge / Robert Bruce

                                 (letters
      of credit); Tammy Papadeas /

                                 Cheryl
      Guerra (loans)



                Telephone:
      212-471-66378 (JE) / -6452 (RB)

                     212-471-6361
      (TP) / -6331 (CG)

                Telecopier:
      212-471-6996 (JE / RB)

                                   
       212-841-2683 (TP / CG)

                 

              

            


    

    


    
      	
              Toronto
      Dominion (Texas) LLC

            	
              Credit

               

              909
      Fannin Street, Suite 1700

              Houston,
      TX 77010

              Attention:
      Martin Snyder

              Telephone:
      713-653-8211

              Telecopier:
      713-652-2647

              E-mail:  martin.snyder@tdsecurities.com

               

              Operations

               

              Royal
      Trust Tower, 18th
      Floor

              77
      King Street West

              Toronto,
      Ontario M5K 1A2

              
                Canada

                Attention:
      Shirley Choy

                Telephone:
      416-982-8748

                Telecopier:
      416-983-1708

                E-mail:  shirley.choy@tdsecurities.com

                 

              

            


    

    


    
      	
              Wells
      Fargo Bank, N.A.

            	
              Credit

               

              1700
      Lincoln Street, 6th
      Floor

              Denver,
      CO 80203

              Attention:
      Oleg Kogan

              Telephone:
      303-863-5367

              Telecopier:
      303-863-5196

              E-mail: 
      oleg.kogan@wellsfargo.com

               

              Operations

               

              1740
      Broadway

              Denver,
      CO 80202

              Attention:
      Sandy Mailloux / Elizabeth Yowell

              Telephone:
      303-863-5769 (SM) / -5114 (EY)

              Telecopier:
      303-863-2729

              E-mail:  sandra.l.mailloux@wellsfargo.com

                           
      elizabeth.yowell@wellsfargo.com

               

            


    

    


    
      	
              U.S.
      Bank National Association

            	
              
                Credit

                


                918
      17th
      Street, DNCOT8E

                Denver,
      CO 80202

                Attention:
      Monte Deckerd / Heather Han

                Telephone:
      303-585-4212 (MD) / -4205 (HH)

                Telecopier:
      303-585-4362

                E-mail:    monte.deckerd@usbank.com

                               
      heather.han@usbank.com

                


                Operations

                


                555
      SW Oak Street, PDORP7LS

                Portland,
      OR 97204

                Attention:
      Tony Wong

                Telephone:
      503-275-3252

                Telecopier:
      503-973-6900

                E-mail:  tony.wong@usbank.com

              

               

            


    

    


    
      	
              Export
      Development Canada

            	
              Credit

               

              151
      O’Connor Street

              Ottawa,
      ON K1A-1K3

              Canada

              Attention:
      Janine Dopson / Howard Clysdale

              Telephone:
      613-597-8790 (JD) / -6681 (HC)

              Telecopier:
      613-598-3186

              E-mail:  
      jdopson@edc.ca / hclysdale@edc.ca

               

              Operations

               

              151
      O’Connor Street

              Ottawa,
      ON K1A-1K3

              Canada

              Attention:
      Aliesha Green / Eric Kaunisviita

              Telephone:
      613-598-6643 (AG) / -2979 (EK)

              Telecopier:
      613-598-2514

              E-mail: 
      agreen@edc.ca / ekaunisviita@edc.ca

               

            


    

    


    
      	
              Sumitomo
      Mitsui Banking Corporation

            	
              Credit

               

              Houston
      Representative Office

              Two
      Allen Center

              1200
      Smith Street, Suite 1140

              Houston,
      TX 77002

              Attention:
      Uriel Ramirez / Nathanael Pieper

              Telephone:
      713-277-3508 (UR) / -3506 (NP)

              Telecopier:
      713-277-3555

              E-mail:     uriel_ramirez@smbcgroup.com
      /

               nathanael_pieper@smbcgroup.com

              Operations

               

              New
      York Branch

              277
      Park Avenue

              New
      York, NY 10172

              Attention:
      Arlene Hebron / Karen Gayle-Kelly

              Telephone:
      212-224-4380 (AH) / -4339 (KG)

              Telecopier:
      212-224-4391

              E-mail: 
      arlene_a_hebron@smbcgroup.com /

                            karen_s_gayle_kelly@smbcgroup.com

            


    

    


    
      	
              Bank
      of Scotland

            	
              
                Credit

                


                One
      City Centre

                1021
      Main Street, Suite 1370

                Houston,
      TX 77002

                Attention:
      Byron Cooley / Kelley Rumps

                Telephone:
      713-650-0036 (BC)

                Telecopier:
      713-651-9714

                E-mail:     byroncooley@bankofscotlandusa.com
      /

                 kelleyrumps@bankofscotlandusa.com

                


                Operations

                


                1095
      Avenue of the Americas

                New
      York, NY 10036

                Attention:
      Victoria McFadden /

                                 Elizabeth
      Taduran

                Telephone:
      212-450-0876 (VM) / -0845 (ET) /

                Telecopier:
      212-479-2807

                E-mail:    VictoriaMcFadden@bankofscotlandusa.com
      / 

                                ElizabethTaduran@bankofscotlandusa.com

              

               

            


    

    


    
      	
              Capital
      One, National Association

            	
              
                Credit

                


                313
      Carondelet Street, 10th
      Floor

                New
      Orleans, LA 70130

                Attention:
      Nancy Moragas / Wesley Fontana

                Telephone:
      504-533-2863 (NM) / -5349 (WF)

                Telecopier:
      504-533-5594 (NM) / -7106 (WF)

                E-mail: 
      nancy.moragas@capitalonebank.com /

                             wesley.fontana@capitalonebank.com

                


                Operations

                


                5718
      Westheimer Road, 6th
      Floor

                Houston,
      TX 77057

                Attention:
      Norma Platt / DeShonne Drubet

                Telephone:
      713-435-5233 (NP) / -5027 (DD)

                Telecopier:
      713-435-5106

                E-mail:  norma.platt@capitalonebank.com

                             deshonne.drubet@capitalonebank.com

                 

              

            


    

    


    
      	
              UBS
      Loan Finance LLC

            	
              Credit

               

              677
      Washington Boulevard

              Stamford,
      CT 06901

              Attention:
      Peter Daly / Daniel Goldenberg

              Telephone:
      203-719-4267 (PD) / -1797 (DG)

              Telecopier:
      203-719-5259 / -3888

              E-mail:     peter.daly@ubs.com
      /

               daniel.goldenberg@ubs.com

               

              Operations

               

              677
      Washington Boulevard

              Stamford,
      CT 06901

              Attention:
      Daniel Goldenberg

              Telephone:
      203-719-1797

              Telecopier:
      203-719-3888

              E-mail:  daniel.goldenberg@ubs.com

               

            


    

    


    
      	
              The
      Frost National Bank

            	
              
                Credit

                


                1200
      Smith Street, Suite 200

                Houston,
      TX 77002

                Attention:
      Thomas Dungan / Andy Merryman

                Telephone:
      713-652-1112 (TD) / -7025 (AM)

                Telecopier:
      713-652-7607

                E-mail: tdungan@frostbank.com

                             andy.merryman@frostbank.com

                


                Operations

                


                100
      W. Houston

                San
      Antonio, TX 78205

                Attention:
      Janice Hill / Linda Villejo

                Telephone:
      210-220-4235 (JH) / -4024 (LV)

                Telecopier:
      210-220-4389

                E-mail:  jhill@frostbank.com

                             lvillejo@frostbank.com

                 

              

            


    

    


    
      	
              Natixis

            	
              
                Credit

                


                333
      Clay Street, Suite 4340

                Houston,
      TX 77002

                Attention:
      Daniel Payer

                Telephone:
      713-759-9495

                Telecopier:
      713-571-6167

                E-mail:  daniel.payer@natixis.us

                


                Operations

                


                333
      Clay Street, Suite 4340

                Houston,
      TX 77002

                Attention:
      Tanya McAllister

                Telephone:
      713-759-9409

                Telecopier:
      713-583-7745

                E-mail:  tanya.mcallister@natixis.us

              

               

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


    FOURTH
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

    


    


    among

    


    


    FRONTIER
OIL AND REFINING COMPANY,

    as
Borrower

    


    and

    


    FRONTIER
OIL CORPORATION

    


    and

    


    THE
LENDERS NAMED HEREIN

    


    and

    


    UNION
BANK OF CALIFORNIA, N.A.,

    as
Co-Lead Arranger and Administrative Agent

    


    and

    


    BNP
PARIBAS,

    as
Co-Lead Arranger and Syndication Agent

    


    and

    


    TORONTO
DOMINION (TEXAS) LLC and WELLS FARGO BANK, N.A.,

    as
Co-Documentation Agents

    


    


    


    August
19, 2008

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Table of
Contents

    


    


     

    ARTICLE
1. INTERPRETATION AND DEFINITIONS 


    Section
1.1    Definitions  

    Section
1.2    Accounting
Terms  

    Section
1.3    Interpretation  

     

    ARTICLE
2. COMMITMENTS  

    Section
2.1    Commitments.  

    Section
2.2    Fees.  

    Section
2.3    Mandatory Prepayment
of Advances and Pledge of Cash Collateral 


    Section
2.4    Making
Advances.  

    Section
2.5    Repayment  

    Section
2.6    Interest.  

    Section
2.7    Optional
Prepayments  

    Section
2.8    Conversion of
Advances.  

    Section
2.9    Issuance of Letters
of Credit.  

    Section
2.10    Drawing and
Reimbursement.  

    Section
2.11    Obligations
Absolute  

    Section
2.12    Letter of Credit Fees
and Charges.  

    Section
2.13    Limits of Liability
of Issuing Banks and Lenders.  

    Section
2.14    Payments.  

    Section
2.15    Computation of
Interest and Fees  

    Section
2.16    Payments on
Non-Business Days  

    Section
2.17    Sharing of Payments,
Etc.  

    Section
2.18    Evidence of
Debt.  

    Section
2.19    Continuation of
Outstanding Credit  

     

    ARTICLE
3. YIELD PROTECTION  

    Section
3.1    Increased LIBOR
Advance Costs  

    Section
3.2    Illegality  

    Section
3.3    Inadequacy of
LIBOR  

    Section
3.4    Increased Letter of
Credit Costs  

    Section
3.5    Capital
Adequacy  

    Section
3.6    Funding
Losses  

    Section
3.7    Taxes.  

    Section
3.8    Substitution of
Lender  

     

    ARTICLE
4. CONDITIONS OF EXTENDING CREDIT 


    Section
4.1    Closing Date  

    Section
4.2    Conditions
Subsequent  

    Section
4.3    Advances  

    Section
4.4    Letters of
Credit  

    Section
4.5    Increases in Maximum
Aggregate Commitment  

    Section
4.6    Determinations under
Section 4.1  

     

    ARTICLE
5. REPRESENTATIONS AND WARRANTIES 


    Section
5.1    Corporate Existence
and Power  

    Section
5.2    Authorization  

    Section
5.3    Governmental Action,
Etc  

    Section
5.4    Binding
Effect  

    Section
5.5    Financial
Statements  

    Section
5.6    Other
Information  

    Section
5.7    Litigation  

    Section
5.8    Trademarks,
Etc.  

    Section
5.9    Fire, Etc.  

    Section
5.10    Burdensome
Agreements  

    Section
5.11    Taxes, Etc  

    Section
5.12    Investment
Company  

    Section
5.13    Solvency  

    Section
5.14    Title to
Properties  

    Section
5.15    Ownership  

    Section
5.16    ERISA
Compliance  

    Section
5.17    Environmental
Compliance.  

    Section
5.18    Regulation U  

    Section
5.19    Material
Contracts  

     

    ARTICLE
6. AFFIRMATIVE COVENANTS  

    Section
6.1    Borrower Information
Requirements  

    Section
6.2    Audits  

    Section
6.3    Returns and
Allowances  

    Section
6.4    FOC
Information Requirements  

    Section
6.5    Compliance with
Governmental Rules  

    Section
6.6    Payment of Taxes,
Etc.  

    Section
6.7    Maintenance of
Insurance  

    Section
6.8    Preservation of Legal
Existence, Etc.  

    Section
6.9    Visitation
Rights  

    Section
6.10    Keeping of
Books  

    Section
6.11    Maintenance of
Properties, Etc.  

    Section
6.12    Transactions with
Affiliates  

    Section
6.13    Performance of
Material Contracts  

    Section
6.14    Compliance with
Environmental Laws.  

    Section
6.15    Additional
Guarantors  

     

    ARTICLE
7. NEGATIVE COVENANTS  

    Section
7.1    Cleanup
Period  

    Section
7.2    Use
of Advances and Letters of Credit 


    Section
7.3    Liens, Etc.  

    Section
7.4    Debt  

    Section
7.5    Lease
Obligations  

    Section
7.6    Mergers, Etc.  

    Section
7.7    Sales, Etc. of
Assets  

    Section
7.8    Investments in Other
Persons  

    Section
7.9    Dividends,
Etc.  

    Section
7.10    Leverage
Ratio  

    Section
7.11    Ratio of Debt to
Capitalization  

    Section
7.12    Current Ratio  

    Section
7.13    Holding of Cash
Equivalents  

    Section
7.14    Change in Nature of
Business  

    Section
7.15    Amendment, Etc. of
Material Contracts  

    Section
7.16    Change of Fiscal
Periods  

     

    ARTICLE
8. EVENTS OF DEFAULT  

    Section
8.1    Events of
Default  

    Section
8.2    Application of
Funds  

     

    ARTICLE
9. THE ADMINISTRATIVE AGENT  

    Section
9.1    Authorization and
Action  

    Section
9.2    Administrative
Agent’s Reliance, Etc.  

    Section
9.3    UBOC
and Affiliates  

    Section
9.4    Lender Credit
Decision  

    Section
9.5    Indemnification  

    Section
9.6    Successor
Administrative Agent  

    Section
9.7    Collateral
Agent.  

    Section
9.8    No
Other Duties, Etc  

     

    ARTICLE
10. MISCELLANEOUS  

    Section
10.1    Amendments,
Etc  

    Section
10.2    Notices, Etc.  

    Section
10.3    No
Waiver; Remedies  

    Section
10.4    Costs and
Expenses  

    Section
10.5    Indemnification  

    Section
10.6    Right of
Setoff  

    Section
10.7    Binding
Effect  

    Section
10.8    Assignments, Joinders
and Participations.  

    Section
10.9    Disclosure  

    Section
10.10    GOVERNING LAW  

    Section
10.11    Limitation on
Interest  

    Section
10.12    Headings  

    Section
10.13    Execution in
Counterparts  

    Section
10.14    USA PATRIOT Act
Notice  

    Section
10.15    Payments Set
Aside  

    Section
10.16    Amendment and
Restatement  

    Section
10.17    WAIVER OF JURY TRIAL  

    Section
10.18    Judicial
Reference  

    


    


    


    Schedule
1:              Commitments

    Schedule
2:              Letter
of Credit Banks for Eligible Accounts

    Schedule
3:              Approved
Account Debtors

    Schedule
4:              Methods
of Calculation of Fair-Market Value of Inventory

    Schedule
5:              Subsidiaries

    Schedule
6:              Acceptable
Commodities Brokers

    Schedule
7:              
Lenders’ Addresses for Notice

    


    


    


    Exhibit
A:                  Revolving
Note

    Exhibit
B:                   Borrowing
Base Certificate

    Exhibit
C:                   Assignment
and Assumption

    Exhibit
D:                   Notice
of Borrowing

    Exhibit
E:                   
Notice of Conversion/Continuation

    Exhibit
F:                    Joinder
Agreement